IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES

IMPORTANT: You must read the following before continuing. The following applies to the offering circular following this page (the Offering Circular), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THIS OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY US ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: In order to be eligible to view this Offering Circular or make an investment decision with respect to the securities, investors must not be located in the United States. This Offering Circular is being sent at your request and by accepting the e-mail and accessing this Offering Circular, you shall be deemed to have represented to us that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States and that you consent to delivery of such Offering Circular by electronic transmission. You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Offering Circular to any other person. The materials relating to the offering of securities to which this Offering Circular relates do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer (as defined in this Offering Circular) in such jurisdiction. This Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, J.P. Morgan (S.E.A.) Limited, Citigroup Global Markets Singapore Pte. Ltd., Goldman Sachs (Singapore) Pte. or DBS Bank Ltd. (the Joint Bookrunners and Joint Lead Managers) nor any person who controls the Joint Bookrunners and Joint Lead Managers, nor any director, officer, employee nor agent of the Issuer or the Joint Bookrunners and Joint Lead Managers, or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Joint Bookrunners and Joint Lead Managers. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

Global Logistic Properties Limited

(a limited liability company incorporated in Singapore)

S$250,000,000 5.50 per cent. Perpetual Capital Securities to be consolidated and form a single series with the S$500,000,000 5.50 per cent. Perpetual Capital Securities issued on 7 December 2011 Issue Price: 100.50 per cent. plus an amount corresponding to accrued distribution from, and including, 7 December 2011 to, but excluding, 20 January 2012
The 5.50 per cent. Perpetual Capital Securities (the New Securities) will be issued in an initial aggregate principal amount of S$250,000,000 by Global Logistic Properties Limited (the Issuer or the Company). The New Securities have the same terms and conditions as the S$500,000,000 5.50 per cent. Perpetual Capital Securities of the Issuer, which were issued on 7 December 2011 (the Original Issue Date) and referred to in the Offering Circular dated 30 November 2011 (the Original Securities and, together with the New Securities, the Securities), in all respects except for the issue date and issue price and will be consolidated and form a single series with the Original Securities and vote together as one series on all matters with respect to the Securities. The Securities confer a right to receive distribution payments (each a Distribution): (i) in respect of the period from, and including, the Original Issue Date to, but excluding, 7 April 2017 (the First Call Date), at the Initial Distribution Rate (as defined in Terms and Conditions of the Securities); (ii) in respect of the period from, and including, the First Call Date to, but excluding, the Step-up Date (as defined in Terms and Conditions of the Securities), at the First Reset Distribution Rate (as defined in Terms and Conditions of the Securities); (iii) in respect of the period from, and including, the Step-up Date and each Reset Date (as defined in Terms and Conditions of the Securities) falling thereafter, to, but excluding, the immediately following Reset Date, at the Relevant Reset Distribution Rate (as defined in Terms and Conditions of the Securities) (the Distribution Rate). In the event that a Change of Control (as defined in Terms and Conditions of the Securities) has occurred, if the Issuer does not elect to redeem the Securities within 60 days of the occurrence of such Change of Control (see Terms and Conditions of the SecuritiesRedemption and PurchaseRedemption upon a Change of Control) the then prevailing Distribution Rate applicable to the Securities shall be increased by 5 per cent. per annum with effect from (and including) the next Distribution Payment Date or, in certain circumstances, the next following Distribution Payment Date. Subject to the provisions of the Securities relating to deferral of Distributions (see Terms and Conditions of the SecuritiesDistributionDistribution Deferral), distribution shall be payable semi-annually in arrear on 7 April and 7 October of each year (each a Distribution Payment Date), except that the first payment of Distribution shall be made on 7 April 2012 (also, a Distribution Payment Date) in respect of the period from, and including, the Original Issue Date to, but excluding the first Distribution Payment Date. The Issuer may, at its sole discretion, elect to defer any Distribution which is otherwise scheduled to be paid on a Distribution Payment Date to the next Distribution Payment Date, by providing holders of the Securities (the Holders) with not more than 15 nor less than three Business Days (as defined in Terms and Conditions of the Securities) notice prior to the relevant scheduled Distribution Payment Date, on a cumulative and compounding basis. Any Distribution so deferred shall remain outstanding in full and constitute Arrears of Distribution. If on any Distribution Payment Date, payment of all Distribution payments (including Arrears of Distribution and Additional Distribution Amount (as defined in Terms and Conditions of the Securities)) scheduled to be made on such date is not made in full, the Issuer and its Subsidiaries will be subject to the restrictions as described in Terms and Conditions of the SecuritiesDistributionDistribution DeferralRestrictions in the case of Deferral. Each amount of Arrears of Distribution shall bear interest at the prevailing Distribution Rate. The Issuer may, as its sole discretion, further defer any Arrears of Distributions by complying with the foregoing notice requirement and is not subject to any limits as to the number of times Distributions and Arrears of Distribution can be deferred. See Terms and Conditions of the SecuritiesDistributionDistribution Deferral. The Securities constitute direct, unsecured and subordinated obligations of the Issuer which rank pari passu and without any preference among themselves and with any Parity Obligations (as defined in Terms and Conditions of the Securities) of the Issuer. Subject to the insolvency laws of Singapore and applicable laws, in the event of the Winding-Up of the Issuer, there shall be payable by the Issuer in respect of each Security (in lieu of any other payment by the Issuer), such amount, if any, as would have been payable to the Holder of such Security if, on the day prior to the commencement of the Winding-Up of the Issuer, and thereafter, such Holder were the holder of one of a class of preference shares in the capital of the Issuer (and if more than one class of preference shares is outstanding, the most junior ranking class of such preference shares) (Issuer Notional Preference Shares) having an equal right to return of assets in the Winding-Up of the Issuer and so ranking pari passu with the holders of that class or classes of preference shares (if any) which have a preferential right to return of assets in the Winding-Up over, and so rank ahead of, the holders of Junior Obligations of the Issuer, but junior to the claims of all other present and future creditors of the Issuer (other than Parity Obligations of the Issuer), on the assumption that the amount that such Holder of a Security was entitled to receive in respect of each Issuer Notional Preference Share on a return of assets in such Winding-Up were an amount equal to the principal amount (and any applicable premium outstanding) of the relevant Security together with accrued and unpaid Distributions (including any Arrears of Distribution or any Additional Distribution Amount). The Securities are perpetual securities and have no fixed final redemption date. The Issuer may redeem the Securities in whole, but not in part, on the First Call Date or on any Distribution Payment Date thereafter (each such date, together with the First Call Date, a Call Date) at their principal amount together with any Arrears of Distribution, Additional Distribution Amount and Distribution accrued to the date fixed for redemption on the Issuer giving not less than 30 nor more than 60 days notice to the Holders (which notice shall be irrevocable and shall oblige the Issuer to redeem the Securities on the relevant date for redemption). The Securities may be redeemed in whole, but not in part, at the option of the Issuer at (a) their applicable Early Redemption Price (as defined in Terms and Conditions of the Securities) if such redemption occurs prior to 7 April 2017 or (b) their principal amount together with any Arrears of Distribution, Additional Distribution Amount and Distribution accrued to the date fixed for redemption if such redemption occurs on or after 7 April 2017: (i) if an amendment, clarification or change occurs in the equity credit criteria, methodology or guidelines of Fitch Ratings Ltd. (Fitch) or Moodys Investors Service Limited (Moodys) or any rating agency of equivalent international standing requested from time to time by the Issuer to grant an equity classification to the Securities, which results in a lower equity credit for the Securities than the equity credit assigned on the Original Issue Date or, if equity credit is not assigned on the Original Issue Date, at the date when equity credit is assigned for the first time; (ii) upon the occurrence of any change or amendment to the Relevant Accounting Standard (as defined in Terms and Conditions of the Securities) such that the Securities must not or must no longer be recorded as equity of the Issuer pursuant to the Relevant Accounting Standard; or (iii) if a Tax Event (as defined in Terms and Conditions of the Securities) has occurred and is continuing. The Securities may be redeemed, in whole, but not in part, at the option of the Issuer following the occurrence of a Change of Control at (a) 101 per cent. of their principal amount plus Distribution accrued to such date (including any Arrears of Distribution and any Additional Distribution Amount) if such redemption occurs prior to 7 April 2017 and (b) their principal amount, together with any Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount) if such redemption occurs after 7 April 2017. The Securities may also be redeemed in whole, but not in part, at the option of the Issuer at their principal amount together with any Arrears of Distribution, Additional Distribution Amount and Distributions accrued to the date fixed for redemption upon (i) the occurrence of a change in, or amendment to, the laws or regulations of Singapore or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after 30 November 2011 such that the Issuer would be required to pay additional amounts in respect of the Securities and such obligation cannot be avoided by the Issuer taking reasonable measures available to it; or (ii) in the event that less than 10 per cent. of the principal amount of the Securities initially issued remain outstanding. See Terms and Conditions of the SecuritiesRedemption and Purchase. Approval in-principle has been obtained from the Singapore Exchange Securities Trading Limited (the SGX-ST) for the listing and quotation of the Securities on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission to the Official List of the SGX-ST and quotation of the Securities on the SGX-ST is not to be taken as an indication of the merits of the Issuer, its subsidiaries or associated companies or the Securities. This Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore (the MAS). Please see the selling restrictions set out under the section Subscription and Sale on page 97 of this Offering Circular. Investing in the Securities involves risks. Please see Risk Factors beginning on page 19. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) and, subject to certain exceptions, may not be offered or sold within the US. For a description of these and certain further restrictions on offers and sales of the Securities and the distribution of this Offering Circular, see Subscription and Sale. The Securities will be rated BBB- by Fitch Ratings Ltd. Such rating of the Securities does not constitute a recommendation to buy, sell or hold the Securities and may be subject to revision or withdrawal at any time by the assigning rating organisation. Such rating should be evaluated independently of any other rating of the Securities, the Issuers other securities or the Issuer. The New Securities will be represented by beneficial interests in a global certificate (the Global Certificate) in registered form, without interest coupons attached, which will be registered in the name of a nominee of, and shall be deposited on or about 20 January 2012 with a common depositary for, Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, socit anonyme (Clearstream, Luxembourg). Beneficial interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg. Except as described herein, certificates for Securities will not be issued in exchange for beneficial interests in the Global Certificate.

Global Coordinator

J.P. Morgan (S.E.A.) Limited

Joint Bookrunners and Joint Lead Managers

J.P. Morgan (S.E.A.) Limited

Citigroup

Goldman Sachs (Singapore) Pte.

(Joint Structuring Adviser)

DBS Bank Ltd.

(Joint Structuring Adviser) (Joint Structuring Adviser)

Offering Circular dated 16 January 2012

To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information and the Issuer accepts responsibility accordingly. This Offering Circular has been prepared by the Issuer solely for use in connection with the proposed offering of the New Securities described in this Offering Circular. The distribution of this Offering Circular and the offering of the New Securities in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer and the Joint Bookrunners and Joint Lead Managers (as defined herein) to inform themselves about and to observe any such restrictions. No action is being taken to permit a public offering of the New Securities or the distribution of this document in any jurisdiction where action would be required for such purposes. There are restrictions on the offer and sale of the New Securities, and the circulation of documents relating thereto, in certain jurisdictions and to persons connected therewith. For a description of certain further restrictions on offers, sales and resales of the New Securities and distribution of this Offering Circular, see Subscription and Sale. No person has been or is authorised to give any information or to make any representation concerning the Issuer, the Group and the New Securities other than as contained herein and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Issuer, the Joint Bookrunners and Joint Lead Managers or the Agents (as defined in the Terms and Conditions of the Securities (the Conditions)). Neither the delivery of this Offering Circular nor any offering, sale or delivery made in connection with the issue of the New Securities shall, under any circumstances, constitute a representation that there has been no change or development reasonably likely to involve a change in the affairs of the Issuer or the Group since the date hereof or create any implication that the information contained herein is correct as at any date subsequent to the date hereof. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Joint Bookrunners and Joint Lead Managers or the Agents to subscribe for or purchase any of the New Securities and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. No representation or warranty, express or implied, is made or given by the Joint Bookrunners and Joint Lead Managers or the Agents as to the accuracy, completeness or sufficiency of the information contained in this Offering Circular, and nothing contained in this Offering Circular is, or shall be relied upon as, a promise, representation or warranty by the Joint Bookrunners and Joint Lead Managers or the Agents. The Joint Bookrunners and Joint Lead Managers have not independently verified any of the information contained in this Offering Circular and can give no assurance that this information is accurate, truthful or complete. This Offering Circular is not intended to provide the basis of any credit or other evaluation nor should it be considered as a recommendation by the Issuer, any other member of the Group, the Joint Bookrunners and Joint Lead Managers or the Agents that any recipient of this Offering Circular should purchase the New Securities. Each potential purchaser of the New Securities should determine for itself the relevance of the information contained in this Offering Circular and its purchase of the New Securities should be based upon such investigations with its own tax, legal and business advisers as it deems necessary. Accordingly, notwithstanding anything herein, none of the Joint Bookrunners and Joint Lead Managers nor any of their respective officers, employees or agents shall be held responsible for any loss or damage suffered or incurred by the recipients of this Offering Circular or such other document or information (or such part thereof) as a result of or arising from anything expressly or implicitly contained in or referred to in this Offering Circular or such other document or information (or such part thereof) and the same shall not constitute a ground for rescission of any purchase or acquisition of any of the New Securities by a recipient of this Offering Circular or such other document or information (or such part thereof). -i-

This Offering Circular and any other documents or materials in relation to the issue, offering or sale of the New Securities have been prepared solely for the purpose of the initial sale or offer of the New Securities. This Offering Circular and such other documents or materials are made available to the recipients thereof solely on the basis that they are persons falling within the ambit of Section 274 and/or Section 275 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA) and may not be relied upon by any person other than persons to whom the New Securities are sold or with whom they are placed by the Joint Bookrunners and Joint Lead Managers as aforesaid or for any other purpose. Recipients of this Offering Circular shall not reissue, circulate or distribute this Offering Circular or any part thereof in any manner whatsoever. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission to the Official List of the SGX-ST and quotation of the Securities on the SGX-ST is not to be taken as an indication of the merits of the Issuer, its subsidiaries or associated companies or the Securities. In making an investment decision, investors must rely on their own examination of the Issuer, the Group and the Conditions, including the merits and risks involved. See Risk Factors for a discussion of certain factors to be considered in connection with an investment in the Securities. Each person receiving this Offering Circular acknowledges that such person has not relied on the Joint Bookrunners and Joint Lead Managers or any person affiliated with any Joint Bookrunner and Joint Lead Manager in connection with its investigation of the accuracy of such information or its investment decision. PRESENTATION OF FINANCIAL AND OTHER INFORMATION Following the corporate reorganisation undertaken by the Issuer in connection with its initial public offering, the Group prepared financial statements in accordance with Singapore Financial Reporting Standards (SFRS). Accordingly, the Groups financial statements for the financial year ended 31 March 2011 and six-month period ended 30 September 2011 contained in this Offering Circular were prepared and presented in accordance with SFRS. For comparison purposes, the Groups financial statements for the financial year ended 31 March 2010 and for the six-month period ended 30 September 2010 contained in this Offering Circular were also prepared and presented in accordance with SFRS. SFRS reporting practices and accounting principles differ in certain respects from IFRS. Unless the context otherwise requires, financial information in this Offering Circular is presented on a consolidated basis. Market data, industry forecasts and industry statistics in this Offering Circular have been obtained from both public and private sources, including market research, publicly available information and industry publications. Although the Issuer believes this information to be reliable, it has not been independently verified by the Issuer or the Joint Bookrunners and Joint Lead Managers or their respective directors and advisers, and none of the Issuer, the Joint Bookrunners and Joint Lead Managers nor their respective directors and advisers make any representation as to the accuracy or completeness of that information. In addition, thirdparty information providers may have obtained information from market participants and such information may not have been independently verified. Due to possibly inconsistent collection methods and other problems, such statistics herein may be inaccurate. Investors should not unduly rely on such market data, industry forecasts and industry statistics. In this Offering Circular, all references to US$ and U.S. dollars are to United States dollars, the official currency of the United States of America (the United States or U.S.), all references to RMB or Renminbi are to Renminbi, the official currency of the Peoples Republic of China (China or the PRC), all references to S$ or Singapore dollars are to Singapore dollars, the official currency of the Republic of Singapore and all references to JPY or Japanese Yen are to Japanese yen, the official currency of Japan. - ii -

The Groups financial statements are published in U.S. dollars. References to PRC and China, for the statistical purposes of this Offering Circular, except where the context otherwise requires, do not include the Hong Kong Special Administrative Region of the PRC, Macau Special Administrative Region of the PRC or Taiwan. PRC government or State means the central government of the PRC, including all political subdivisions (including provincial, municipal and other regional or local governments) and instrumentalities thereof, or, where the context requires, any of them. Totals presented in this Offering Circular may not total correctly because of rounding of numbers.

- iii -

VALUATIONS, PROPERTY VALUES AND GROSS FLOOR AREA Valuations of the Groups interests in properties are included in this Offering Circular. These valuations reflect the market value of the properties at the date of valuation, being generally the estimated amount at which an asset would be exchanged on the date of valuation between a willing buyer and a willing seller in an arms length transaction. The methodologies used by the Issuer and each of the independent valuers (the Independent Valuers) of the Groups property interests may differ, and are based on assumptions by the Issuer and the Independent Valuers of facts particular to that property. Where valuations are performed by Independent Valuers, valuation reports generally provide that the Independent Valuers have relied on information provided by the entity owning the relevant property (which may not be the Issuers subsidiary or an entity over which the Group has control), and that they do not take responsibility for the accuracy of the information. A parcel of land in land reserve is not reflected as part of the Groups assets unless and until the relevant PRC subsidiary and/or a jointly controlled entity acquires the relevant parcel. For more information about the definition of land reserve, see Description of the GroupThe Groups PortfolioPortfolio Summary. For the fiscal years ended 31 March 2010 and 31 March 2011 and for the six-month ended 30 September 2011, the Group used the valuations of the Independent Valuers in the preparation of its financial statements. There can be no assurance that valuations and property values reflect accurately the value of the Groups property interests and that the Groups property interests will be realised at such values. See Risk FactorsRisks Relating to the Groups Business and OperationsThe valuations of the Groups logistics facilities contain assumptions that may not materialise. The gross floor area (GFA) of the Groups property interests are included in this Offering Circular. The Issuer determines GFA generally by reference to the built-up area of the property, excluding car park space. For properties under development, the GFA is based on the Issuers estimation by reference to, among other things, construction plans, which may change. The GFA of the Groups properties under development, in certain cases, is subject to final verification by survey and regulatory approval. For properties being repositioned, the GFA is based on the current built-up area reflected in the title certificates. For land held for future development and land reserve, the GFA is assumed using certain planning parameters of the land, such as plot ratio and building coverage ratio. Unless otherwise expressly stated, the calculation of GFA and the information derived from GFA amounts (e.g. weighted average contracted rental rate) set forth in this Offering Circular are based on 100 per cent. of the GFA of the properties owned by the Issuers subsidiaries and jointly controlled entities, and not just the Groups attributable interest in those properties. For more information about the GFA of properties held by the Issuers subsidiaries and jointly-controlled entities, see Description of the GroupThe Groups PortfolioPortfolio Summary. Various operational ratios of the Groups property interests with regard to completed properties are also included in this Offering Circular:

Lease ratio means the total floor area contracted to be leased as at 31 March 2010 or 2011 or 30 September 2011 (as the case may be) divided by the total net leasable area as at 31 March 2010 or 2011 or 30 September 2011 (as the case may be). Average lease ratio means the total floor area contracted to be leased over the fiscal years ended 31 March 2010 or 2011 or the six-month period ended 30 September 2011 divided by the total floor area available for lease over the same period. - iv -

WALE means the weighted average lease expiry, or the average lease term remaining to expiry across the portfolio, weighted by leased space. Weighted average lease terms (original) means the sum of the product between each leases floor area contracted to be leased as at 31 March 2010 or 2011 or 30 September 2011 (as the case may be) and the full contractual term of the lease, divided by the total floor area leased as at 31 March 2010 or 2011 or 30 September 2011 (as the case may be). Weighted average lease terms (remaining) means the sum of the product between each leases floor area contracted to be leased as at 31 March 2010 or 2011 or 30 September 2011 (as the case may be) and the remaining term of the lease, divided by the total floor area leased as at 31 March 2010 or 2011 or 30 September 2011 (as the case may be). Weighted average contracted rental rate means, in the case of properties in the Japan Portfolio, the sum of the product between the floor area of each property contracted to be leased and the contracted rent plus common area maintenance fee per sq.m. per month, divided by the total floor area leased as at 31 March 2010 or 2011 or 30 September 2011 (as the case may be); and, in the case of properties in the China Portfolio, the sum of the product between the floor area of each property contracted to be leased and the contracted rent plus property management fee per sq.m. per day, divided by the total floor area leased as at 31 March 2010 or 2011 or 30 September 2011 (as the case may be). CLASSIFICATION OF PROPERTIES

Prospective investors should note that the approach which the Issuer uses for classifying a propertys development status may differ from that of independent valuers, in particular in relation to the China Portfolio. The Issuer classifies the status of a property based on its internal definition of actual development start date and the estimated completion date and the commercial or business intention with which the property is or will be placed, whilst certain independent valuers may value and classify the status of a property based on its actual physical status/condition as at the date of valuation. As an example to illustrate this difference, if the Issuer had commenced construction on a site but then suspended construction because of adverse changes in the global economic outlook during the recent financial crisis, the Issuer would treat the property as Land held for future development, while certain independent valuers may treat the property as Property under development. Prospective investors should also note that any information derived from a particular category of properties such as the GFA of the Groups completed and pre-stabilised portfolio in a particular city in China as a percentage of the total GFA is calculated and presented based on the Issuers classification of properties. Similarly, all derived information, such as the lease ratio, average lease ratio, weighted average lease term and weighted average contracted rental rate, are calculated and presented in the same way. All of the Groups properties in the Japan Portfolio are completed properties, and accordingly there is no difference between the Issuers classification of such properties and that of independent valuers. Notwithstanding the differences in the classification of properties in the China Portfolio, the total valuation of the China portfolio is not affected although the value of properties comprising a particular sub-category may be different because of the differences in classification described above. -v-

FORWARD-LOOKING STATEMENTS All statements other than statements of historical facts included in this Offering Circular, including, without limitation, those regarding the respective financial positions of the Issuer and the Group, their business strategy, plans and objectives of management for future operations (including their respective development plans and objectives relating to their businesses), are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Issuer and the Group to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Issuers and the Groups present and future business strategies and the environment in which the Issuer and the Group will operate in the future. Factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under Risk Factors. These forward-looking statements speak only as of the date of this Offering Circular. The Issuer expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in their respective expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

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TABLE OF CONTENTS
Page SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SELECTED CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SUMMARY OF THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TERMS AND CONDITIONS OF THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . THE GLOBAL CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DESCRIPTION OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 4 8 19 42 59 60 61 62 86 92 97 101 F-1

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SUMMARY The following summary is qualified in its entirety by, and is subject to, the more detailed information and the financial information contained or referred to elsewhere in this Offering Circular. The meanings of terms not defined in this summary can be found elsewhere in this Offering Circular. The Issuer is the holding company of the Groups portfolio of logistics facilities in Japan and China, as well as the asset management companies that manage these facilities. The Issuer was listed on the Main Board of the SGX-ST on 18 October 2010, and had a market capitalisation of S$7,605.9 million as at 30 September 2011. The Group is the leading modern logistics facility provider in Japan and China by floor area. Japan and China are Asias two largest economies and China is one of Asias largest logistics markets. The Groups early mover advantage in these markets has allowed it to establish its presence in strategically located sites across key gateway cities in these countries. The Group owns, manages and leases out an extensive network of 380 completed properties within 133 integrated parks (including 132 logistics parks and one light assembly facilities park) with a completed GFA of approximately 7.7 million square metres as of 30 September 2011. In China, the Group also has interests in an additional 1.8 million square metres of properties under development or being repositioned and approximately 2.0 million square metres of GFA under land held for future development as of 30 September 2011. In addition, the Group also has approximately 8.9 million square metres of GFA under land reserve in China. The Groups network is spread across 28 major cities in Japan and China. See The Groups Portfolio. Each of the Groups parks is strategically located within key logistics hubs and near major seaports, airports, transportation hubs or industrial zones in the greater metropolitan areas of Japan and China. The size and geographic reach of the Groups portfolio, as illustrated below, allows the Group to meet its customers business and expansion needs in multiple locations. For the financial years ended 31 March 2010 and 31 March 2011 and for the six-month period ended 30 September 2011, the Group had revenue of US$413,467,000, US$473,865,000 and US$267,658,000, respectively. The Group recorded a net loss of US$149,680,000 for the financial year ended 31 March 2010, a net profit of US$722,431,000 for the financial year ended 31 March 2011 and a net profit of US$299,742,000 for the six-month period ended 30 September 2011. As at 31 March 2010, 31 March 2011 and 30 September 2011, the total assets of the Group amounted to US$7,397,381,000, US$11,699,736,000 and US$12,979,726,000, respectively. The Groups Strengths

The Group is one of the largest providers of modern logistics facilities in Asia Leadership in Asias two largest economies Leadership in the well-established Japan logistics market Leadership in Chinaone of Asias fastest growing logistics markets Strong balance sheet with defensive growth

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High quality and well-diversified network High quality properties with strong lease profile Well-established brand and reputation Well-established track record Strong corporate governance and experienced management team

The Groups Strategy Strengthen the Groups market leadership position and capitalise on the significant market opportunities in Asia Increase economies of scale Strategically recycle capital to create and enhance shareholder value

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SELECTED CONSOLIDATED FINANCIAL INFORMATION The following tables set forth the selected consolidated financial information of the Group as at and for the periods indicated. The selected consolidated financial information as of and for the years ended 31 March 2010 and 2011 has been derived from the Groups audited financial statements included in this Offering Circular and should be read together with those financial statements and the notes thereto. The selected consolidated financial information for the six-month periods ended 30 September 2010 and 2011 has been derived from the Groups unaudited interim financial statements for the six-month periods ended 30 September 2010 and 2011 included in this Offering Circular. The Group has prepared the unaudited interim financial statements on the same basis as its audited financial statements. The Groups historical results for any prior or interim periods are not necessarily indicative of results to be expected for a full financial year or for any future period. The Groups financial statements are reported in U.S. dollars. The Groups audited financial statements for the financial years ended 31 March 2010 and 2011 and unaudited interim financial statements for the six-month periods ended 30 September 2010 and 2011 contained in this Offering Circular were prepared and presented in accordance with SFRS.

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SELECTED CONSOLIDATED INCOME STATEMENT INFORMATION

For the year ended 31 March 2010 2011 For the six-month period ended 30 September 2010 2011

US$ (in thousands)

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management fees(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property-related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share of results (net of income tax) of jointly-controlled entities . . . . . Profit from operating activities after share of results of jointlycontrolled entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-operating (expenses)/income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profit before changes in fair value of investment properties . . . . . . Changes in fair value of investment properties(2) . . . . . . . . . . . . . . . . .

413,467 4,623 (35,101) (61,467) (24,395) 297,127 31,984

473,865 227,620 267,658 8,818 1,662 3,595 (15,928) (15,888) (34) (70,655) (33,818) (42,689) (46,208) (9,182) (39,286) 349,892 56,461 170,394 43,050 189,244 37,118

329,111 406,353 213,444 226,362 (60,468) (55,542) (13,484) (279) (27,680) 351 1,598 240,963 351,162 199,960 227,681 (369,006) 456,313 453,411 116,780

(Loss)/Profit before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (128,043) 807,475 653,371 344,461 Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (21,637) (85,044) (61,884) (44,719) (Loss)/Profit for the year/period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (149,680) 722,431 (Loss)/Profit attributable to: Owners of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (176,685) 706,062 Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,005 16,369 (Loss)/Profit for the year/period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (149,680) 722,431 (Loss)/Earnings per share(3) (US cents) - Basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes: (1) (2) (3) Pursuant to the GLPH Reorganisation on 14 October 2010, the management fees charged by GLPH were eliminated on consolidation. The decrease in fair value of investment properties for the year ended 31 March 2010 reflects losses arising from the value of the Japan Portfolio. For purpose of the above EPS computations for the year ended 31 March, 2010 and six-month period ended 30 September 2010, the weighted average number of ordinary shares was assumed to be 1,743,357,000. This only took into consideration the estimated ordinary shares to be issued of 1,377,286,000 to effect the acquisition of interests in common control entities pursuant to the Japan Reorganisation and GLPH Reorganisation. The EPS computations did not take into account the effect of the GLPH Acquisition, the capitalisation of certain shareholders loan and the new shares to be issued pursuant to the initial public offering of the Company on SGX-ST. For the purpose of note (1) & (3): GLPH Acquisition . . . . . . . . . . . . . . the acquisition by the Issuer of approximately 50 per cent. of the issued share capital of GLPH from Schwartz-Mei Group Limited as part of the corporate reorganisation undertaken by the Issuer in connection with its initial public offering the acquisition by the Issuer of approximately 50 per cent. of the issued share capital of GLPH from Reco Logistics Management Private Limited as part of the corporate reorganisation undertaken by the Issuer in connection with its initial public offering the acquisition by the Issuer of Japan Logistic Properties 1 Private Limited, Japan Logistic Properties 2 Pte. Ltd. and Japan Logistic Properties 3 Pte. Ltd. from Reco Platinum Pte Ltd, Reco Benefit Private Limited and Reco Heir Private Limited, respectively, as part of the corporate reorganisation undertaken by the Issuer in connection with its initial public offering

591,487 573,440 18,047 591,487

299,742 297,964 1,778 299,742

(10.13)

23.44

32.89

6.48

(4)

GLPH Reorganisation . . . . . . . . . . .

Japan Reorganisation . . . . . . . . . . . .

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SELECTED CONSOLIDATED BALANCE SHEET INFORMATION

As at 31 March 2010 2011 US$ (in thousands) As at 30 September 2011

Non-current assets Investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,528,973 Jointly-controlled entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 315,469 Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,232 Plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75 Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,351 6,882,100 Current assets Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial derivative assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103,227 33 412,021 515,281 7,397,381

9,078,302 372,433 19,683 4,620 489,175 62,689 22,341 10,049,243 90,600 1,559,893 1,650,493 11,699,736

10,103,678 430,304 21,958 6,685 487,455 42,397 40,626 11,133,103 120,452 1,726,171 1,846,623 12,979,726 5,942,113 1,232,272 7,174,385 383,477 7,557,862 3,560,753 6,959 404,693 135,519 4,107,924 755,612 544,728 8,704 4,896 1,313,940 5,421,864 12,979,726

Equity attributable to owners of the Company Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *(1) 5,941,696 Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,566,222 677,471 1,566,222 Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 776,197 2,342,419 6,619,167 364,948 6,984,115 2,755,100 10,426 342,603 125,795 3,233,924 937,067 526,654 14,682 3,294 1,481,697 4,715,621 11,699,736

Non-current liabilities Loans and borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,664,831 Financial derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,652 Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135,192 Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124,707 2,941,382 Current liabilities Loans and borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 715,749 Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,380,206 Financial derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,077 Current tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,548 2,113,580 Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total equity and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note: (1) Less than US$1,000

5,054,962 7,397,381

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SELECTED CONSOLIDATED STATEMENT OF CASH FLOWS INFORMATION

For the year ended 31 March 2010 2011 For the six-month period ended 30 September 2010 2011

US$ (in thousands)

Net cash from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . 253,842 361,266 217,204 Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . (159,152) (402,184) (45,827) Net cash from/(used in) financing activities . . . . . . . . . . . . . . . . . . 3,130 1,151,100 (87,403) Net increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at beginning of year/period . . . . . . . . . . Effects of exchange rate changes on cash balances held in foreign currencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at end of year/period . . . . . . . . . . . . . . . 97,820 304,147 10,054 412,021 1,110,182 412,021 37,690 1,559,893

133,370 (290,748) 260,158

83,974 102,780 412,021 1,559,893 30,011 526,006 63,498 1,726,171

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SUMMARY OF THE OFFERING The following is a summary of the terms and conditions of the Securities. For a more complete description of the Securities, see Terms and Conditions of the Securities. Terms used in this summary and not otherwise defined shall have the meanings given to them in Terms and Conditions of the Securities. Issuer . . . . . . . . . . . . . . . . . . . . . . . Global Logistic Properties Limited. Issue . . . . . . . . . . . . . . . . . . . . . . . S$250,000,000 5.50 per cent. perpetual capital securities (the New Securities), to be consolidated and form a single series with the S$500,000,000 aggregate principal amount of 5.50 per cent perpetual capital securities (the Original Securities and, together with the New Securities, the Securities) issued on 7 December 2011 (the Original Issue Date). Issue Date . . . . . . . . . . . . . . . . . . . 20 January 2012 Status of the Securities . . . . . . . . . The Securities constitute direct, unsecured and subordinated obligations of the Issuer which rank pari passu and without any preference among themselves and with any Parity Obligations of the Issuer. In the event of the Winding-Up of the Issuer, there shall be payable by the Issuer in respect of each Security (in lieu of any other payment by the Issuer), such amount, if any, as would have been payable to the Holder of such Security if, on the day prior to the commencement of the Winding-Up of the Issuer, and thereafter, such Holder were the holder of one of a class of preference shares in the capital of the Issuer (and if more than one class of preference shares is outstanding, the most junior ranking class of such preference shares) (Issuer Notional Preference Shares) having an equal right to return of assets in the Winding-Up of the Issuer and so ranking pari passu with the holders of that class or classes of preference shares (if any) which have a preferential right to return of assets in the Winding-Up over, and so rank ahead of, the holders of Junior Obligations of the Issuer, but junior to the claims of all other present and future creditors of the Issuer (other than Parity Obligations of the Issuer), on the assumption that the amount that such Holder of a Security was entitled to receive in respect of each Issuer Notional Preference Share on a return of assets in such Winding-Up were an amount equal to the principal amount (and any applicable premium outstanding) of the relevant Security together with accrued and unpaid Distributions (including any Arrears of Distribution or any Additional Distribution Amount). Where: Junior Obligation means any class of the Issuers share capital, other than any instrument or security

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(including, without limitation, any preference shares) ranking in priority in payment and in all other respects to the ordinary shares of the Issuer; Parity Obligations means any instrument or security (including, without limitation, any preference shares) issued, entered into or guaranteed by the Issuer (i) which ranks or is expressed to rank, by its terms or by operation of law, pari passu with an Issuer Notional Preference Share and (ii) the terms of which provide that the making of payments thereon or distributions in respect thereof are fully at the discretion of the Issuer and/or, in the case of an instrument or security guaranteed by the Issuer, the issuer thereof; and Winding-Up means a final and effective order or resolution for the bankruptcy, winding up, liquidation, receivership or similar proceedings in respect of the Issuer. Set-off . . . . . . . . . . . . . . . . . . . . . . Subject to applicable law, no Holder may exercise, claim or plead any right of set-off, deduction, withholding or retention in respect of any amount owed to it by the Issuer in respect of, or arising under or in connection with the Securities, and each Holder shall, by virtue of his holding of any Securities, be deemed to have waived all such rights of set-off, deduction, withholding or retention against the Issuer. Notwithstanding the preceding sentence, if any of the amounts owing to any Holder by the Issuer in respect of, or arising under or in connection with the Securities is discharged by set-off, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Issuer (or, in the event of its Winding-Up or administration, the liquidator or, as appropriate, administrator of the Issuer) and, until such time as payment is made, shall hold such amount in trust for the Issuer (or the liquidator or, as appropriate, administrator of the Issuer) and accordingly any such discharge shall be deemed not to have taken place. Issue Price . . . . . . . . . . . . . . . . . . . 100.50 per cent. plus accrued distribution from, and including, 7 December 2011 to, but excluding, the Issue Date Form and Denomination . . . . . . . . The Securities will be issued in registered form in the denomination of S$250,000. Distributions . . . . . . . . . . . . . . . . . Subject to Condition 4(e) (DistributionDistribution Deferral), the Securities confer a right to receive distribution (each a Distribution) from the Issue Date at the applicable Distribution Rate in accordance with Condition 4(b) (DistributionRate of Distribution). Subject to Condition 4(e) (DistributionDistribution Deferral), Distribution shall be payable on the Securities

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semi-annually in arrear on 7 April and 7 October of each year (each, a Distribution Payment Date), except that the first payment of Distribution shall be made on 7 April 2012 (also, a Distribution Payment Date) in respect of the period from, and including, the Original Issue Date to, but excluding the first Distribution Payment Date. Distribution Rate . . . . . . . . . . . . . . The rate of distribution (Distribution Rate) applicable to the Securities shall be: (i) in respect of the period from, and including, the Issue Date to, but excluding, the First Call Date, the Initial Distribution Rate; in respect of the period from, and including, the First Call Date to, but excluding, the Step-Up Date, the First Reset Distribution Rate; and in respect of the period from, and including, the Step-Up Date and each Reset Date falling thereafter, to, but excluding, the immediately following Reset Date, the Relevant Reset Distribution Rate.

(ii)

(iii)

In the event that a Change of Control has occurred, if the Issuer does not elect to redeem the Securities within 60 days of the occurrence of such Change of Control in accordance with Condition 5(h) (Redemption and PurchaseRedemption upon a Change of Control) the then prevailing Distribution Rate applicable to the Securities shall be increased by 5 per cent. per annum with effect from (and including) the next Distribution Payment Date (or, if the Change of Control occurs on or after the date which is two Business Days prior to the next Distribution Payment Date, the next following Distribution Payment Date). Where: Business Day means any day, excluding a Saturday and a Sunday, on which banks are open for general business (including dealings in foreign currencies) in Singapore; Change of Control means: (a) any Person or Persons acting together acquires or acquire Control of the Issuer, if such Person or Persons does not or do not have, and would not be deemed to have, Control of the Issuer on the Original Issue Date; the Issuer consolidates with or merges into or sells or transfers all or substantially all of the Issuers

(b)

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assets to any other Person, unless the consolidation, merger, sale or transfer will not result in the other Person or Persons acquiring Control over the Issuer or the successor entity; or (c) one or more Persons (other than any Person referred to in sub-paragraph (a) above) acquires the legal or beneficial ownership of all or substantially all of the Issuers issued share capital;

Control means (a) the ownership or control of more than 50 per cent. of the voting rights of the issued share capital of the Issuer or (b) the right to appoint and/or remove all or the majority of the members of the Issuers board of directors or other governing body, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise; First Call Date means the Distribution Payment Date falling in 7 April 2017; First Reset Distribution Rate means the Swap-Offer Rate with respect to the First Call Date plus the Initial Spread per annum; Initial Distribution Rate means 5.50 per cent. per annum; Initial Spread means 4.20 per cent.; Relevant Reset Distribution Rate means the Swap-Offer Rate with respect to the relevant Reset Date plus the Initial Spread plus the Step-Up Margin; Reset Date means the First Call Date, the Step-Up Date and each day falling every five calendar years after the Step-Up Date; Reset Distribution Rate means the First Reset Distribution Rate or, as the case may be, the Relevant Reset Distribution Rate; Step-Up Date means the Distribution Payment Date falling in 7 April 2022; Step-Up Margin means 1 per cent.; and Swap-Offer Rate means the rate in per cent. per annum notified by the Calculation Agent to the Issuer and the Holders (in accordance with Condition 14 (Notices)) equal to the relevant synthetic rate for deposits in Singapore dollars (i) in relation to calculating the Relevant Reset Distribution Rate, for a maturity of five years and (ii) in

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relation to calculating a Make-Whole Amount, for a maturity corresponding to the Remaining Life, in each case which appears on Bloomberg Screen ABSI3 Page (or in the case of a rate less than one year, Bloomberg Screen ABSI1 Page under the heading SGD SWAP OFFER) published between 11.30am to 12.00 noon (Singapore time) on the day that is two Business Days preceding the relevant Reset Date or, as the case may be, the relevant Reset Date. If such rate does not appear on the Bloomberg Screen ABSI3 or ABSI1 Page (as applicable), the rate for that Reset Date will be any substitute rate announced by the Association of Banks in Singapore. Distribution Deferral . . . . . . . . . . . The Issuer may, at its sole discretion, elect to defer Distribution which is otherwise scheduled to be paid on a Distribution Payment Date to the next Distribution Payment Date by giving notice to the Holders (in accordance with Condition 14 (Notices)) not more than 15 nor less than three Business Days prior to a scheduled Distribution Payment Date. Arrears of Distribution . . . . . . . . . Any Distribution deferred pursuant to Condition 4(e) (DistributionDistribution Deferral) shall constitute Arrears of Distribution. The Issuer may, at its sole discretion, elect to further defer any Arrears of Distribution by complying with the foregoing notice requirement applicable to any deferral of an accrued Distribution. The Issuer is not subject to any limit as to the number of times Distributions and Arrears of Distribution can be deferred pursuant to Condition 4(e) (DistributionDistribution Deferral) except that Condition 4(e)(iii) (DistributionDistribution Deferral Cumulative Deferral) and Condition 4(e)(iv) (DistributionDistribution DeferralRestrictions in the case of Deferral) shall be complied with until all outstanding Arrears of Distribution have been paid in full. Each amount of Arrears of Distribution shall bear interest as if it constituted the principal of the Securities at the prevailing Distribution Rate and the amount of such interest (the Additional Distribution Amount) with respect to Arrears of Distribution shall be due and payable pursuant to Condition 4 (Distribution) and shall be calculated by applying the then prevailing Distribution Rate to the amount of the Arrears of Distribution and otherwise mutatis mutandis as provided in the foregoing provisions of Condition 4 (Distribution). The Additional Distribution Amount accrued up to any Distribution Payment Date shall be added for the purpose of calculating the Additional Distribution Amount accruing thereafter, to the amount of Arrears of Distribution remaining unpaid on such Distribution Payment Date so that it will itself become Arrears of Distribution.

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The Issuer may satisfy any Arrears of Distribution (in whole or in part) at any time together with any Additional Distribution Amount by giving notice of such election to the Holders (in accordance with Condition 14 (Notices)) and the Fiscal Agent not more than 20 nor less than 10 Business Days prior to the relevant payment date specified in such notice (which notice is irrevocable and shall oblige the Issuer to pay the relevant Arrears of Distribution and any Additional Distribution Amount on the payment date specified in such notice). The Issuer in any event shall satisfy any outstanding Arrears of Distribution and any Additional Distribution Amount (in whole but not in part) on the earlier of: (a) the date of redemption of the Securities in accordance with the redemption events set out in Condition 5 (Redemption and Purchase); the next Distribution Payment Date on the occurrence of a breach of Condition 4(e)(iv) (DistributionDistribution DeferralRestrictions in the case of Deferral); and the date such amount becomes due under Condition 8 (Non-payment) or on a Winding-Up of the Issuer.

(b)

(c)

Any partial payment of outstanding Arrears of Distribution or any Additional Distribution Amount by the Issuer shall be shared by the Holders of all outstanding Securities on a pro-rata basis. Restrictions in the Case of a Deferral . . . . . . . . . . . . . . . . . . . If on any Distribution Payment Date, payment of all Distribution payments scheduled to be made on such date is not made in full by reason of Condition 4 (Distribution), the Issuer shall not and shall procure that none of its Subsidiaries shall: (a) declare or pay any dividends, distributions or make any other payment on, and will procure that no dividend, distribution or other payment is made on any of its Junior Obligations or (except on a pro-rata basis) its Parity Obligations; or redeem, reduce, cancel, buy-back or acquire for any consideration any of its Junior Obligations or (except on a pro-rata basis) its Parity Obligations,

(b)

in each case, other than (i) in connection with any employee benefit plan or similar arrangements with or for the benefit of employees, officers, directors or consultants or (ii) as a result of the exchange or conversion of Parity Obligations of the Issuer for Junior Obligations of the

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Issuer), unless and until the Issuer has satisfied in full all outstanding Arrears of Distribution and Additional Distribution Amount. Maturity Date . . . . . . . . . . . . . . . . There is no fixed redemption date. Redemption at the Option of the Issuer . . . . . . . . . . . . . . . . . . . . . The Securities may be redeemed at the option of the Issuer in whole, but not in part, on the First Call Date or any Distribution Payment Date thereafter (each, a Call Date) at their principal amount plus Distribution accrued to such date (including any Arrears of Distribution and any Additional Distribution Amount) on the Issuer giving not less than 30 nor more than 60 days notice to the Holders (which notice shall be irrevocable and shall oblige the Issuer to redeem the Securities on the relevant Call Date). Redemption for Tax Reasons . . . . The Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days notice to the Holders (which notice shall be irrevocable) at their principal amount, together with Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount), if: (a) the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 (Taxation) as a result of any change in, or amendment to, the laws or regulations of Singapore or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after 30 November 2011; and such obligation cannot be avoided by the Issuer taking reasonable measures available to it,

(b)

provided, however, that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts if a payment in respect of the Securities were then due. Redemption upon a Ratings Event . . . . . . . . . . . . . . . . . . . . . The Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days notice to the Holders (which notice shall be irrevocable) at (i) their applicable Early Redemption Price if such redemption occurs prior to 7 April 2017 or (ii) their principal amount, together with

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Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount) if such redemption occurs on or after 7 April 2017, if an amendment, clarification or change has occurred in the equity credit criteria, guidelines or methodology of Fitch, Moodys or any other rating agency of equivalent international standing requested from time to time by the Issuer to grant an equity classification to the Securities and, in each case, any of their respective successors to the rating business thereof, which amendment, clarification or change results in a lower equity credit for the Securities than the equity credit assigned on the Original Issue Date or, if equity credit is not assigned on the Original Issue Date, at the date when equity credit is assigned for the first time. Where: Early Redemption Price means, in relation to a redemption pursuant to Condition 5(d) (Redemption and PurchaseRedemption upon a ratings event), Condition 5(e) (Redemption and PurchaseRedemption for accounting reasons) or Condition 5(f) (Redemption and PurchaseRedemption for tax deductibility), the greater of: (a) the principal amount of the Securities, together with any Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount); and the Make-Whole Amount, together with any Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount),

(b)

provided that on any Call Date, the redemption price shall be equal to the principal amount of the Securities together with any Distribution accrued to such date (including any Arrears of Distribution and any Additional Distribution Amount); and Make-Whole Amount means the amount, as determined by the Calculation Agent, equal to the sum of (a) the present value of the principal amount of the Securities to be redeemed discounted from the next Reset Date, and (b) the present value of all Distributions payable (or but for any deferral would be payable) on a Distribution Payment Date after such redemption date (exclusive of Distributions accrued to the redemption date) to, and including, the next Reset Date, discounted to the redemption date on a semi-annual basis (assuming a 365 day year) at the Swap-Offer Rate plus 2.10 per cent. per annum.

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Redemption for Accounting Reasons . . . . . . . . . . . . . . . . . . . The Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days notice to the Holders (which notice shall be irrevocable) at (i) their applicable Early Redemption Price if such redemption occurs prior to 7 April 2017 or (ii) their principal amount, together with Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount) if such redemption occurs on or after 7 April 2017, if as a result of any changes or amendments to SFRS or any other accounting standards that may replace SFRS for the purposes of the consolidated financial statements of the Issuer (the Relevant Accounting Standard), the Securities must not or must no longer be recorded as equity of the Issuer pursuant to the Relevant Accounting Standard. Redemption for Tax Deductibility . . . . . . . . . . . . . . . The Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time at (i) their applicable Early Redemption Price if such redemption occurs prior to 7 April 2017 or (ii) their principal amount, together with any Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount) each on the Issuer giving not less than 30 nor more than 60 days notice to the Holders (which notice shall be irrevocable and shall oblige the Issuer to redeem the Securities), if such redemption occurs on or after 7 April 2017, if, immediately before giving such notice, a Tax Event has occurred and is continuing. Tax Event means that as a result of: (a) any amendment to, or change in, the laws (or any rules or regulations thereunder) of Singapore or any political subdivision or any taxing authority thereof or therein which is enacted, promulgated, issued or becomes effective otherwise on or after the Original Issue Date; any amendment to, or change in, an official and binding interpretation of any such laws, rules or regulations by any legislative body, court, governmental agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination) which is enacted, promulgated, issued or becomes effective otherwise on or after the Original Issue Date; or

(b)

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(c)

any generally applicable official interpretation or pronouncement that provides for a position with respect to such laws or regulations that differs from the previous generally accepted position which is issued or announced on or after the Original Issue Date, payments by the Issuer would no longer, or within 90 calendar days of the date of the opinion referred to in Condition 5(f) (Redemption and PurchaseRedemption for tax deductibility) would not be fully deductible by the Issuer for Singapore income tax purposes.

Redemption in the case of Minimal Outstanding Amount . . . . . . . . . . . . . . . . . . . The Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time at their principal amount, together with any Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount) on the Issuer giving not less than 30 nor more than 60 days notice to the Holders (which notice shall be irrevocable and shall oblige the Issuer to redeem the Securities), if, immediately before giving such notice, the aggregate principal amount of the Securities outstanding is less than 10 per cent. of the aggregate principal amount originally issued. Redemption upon a Change of Control . . . . . . . . . . . . . . . . . . . The Securities may be redeemed, in whole but not in part, at the Issuers option, upon giving not less than 30 nor more than 60 days notice (which notice shall be irrevocable) to the holders of the Securities following the occurrence of a Change of Control. Upon the expiry of the notice period pursuant to the Issuers election to deliver such notice with respect to the terms above, the Issuer will redeem the Securities at (i) 101 per cent. of their principal amount plus Distribution accrued to such date (including any Arrears of Distribution and any Additional Distribution Amount) if such redemption occurs prior to 7 April 2017 and (ii) their principal amount, together with any Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount) if such redemption occurs after 7 April 2017. Limited Rights to Institute Proceedings . . . . . . . . . . . . . . . . The right to institute Winding-Up proceedings is limited to circumstances where payment has become due. In the case of any Distribution, such Distribution will not be due if the Issuer has elected to defer that Distribution in accordance with Condition 4(e) (DistributionDistribution Deferral).

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Proceedings for Winding-Up . . . . If (i) an order is made or an effective resolution is passed for the Winding-Up of the Issuer or (ii) the Issuer shall not make payment in respect of the Securities, for a period of 10 days or more after the date on which such payment is due, the Issuer shall be deemed to be in default under the Securities and Holders holding not less than 10 per cent. of the aggregate principal amount of the outstanding Securities may institute proceedings for the Winding-Up of the Issuer and/or prove in the Winding-Up of the Issuer and/or claim in the liquidation of the Issuer for such payment. Governing Law . . . . . . . . . . . . . . . The Securities and any non-contractual obligations arising out of or in connection with the Securities are governed by, and construed in accordance with, English law, except that the subordination provisions applicable to the Issuer set out in Condition 2(b) (Status and Ranking of Claims Ranking of claims in respect of the Securities) and clause 3.2 of the Deed of Covenant shall be governed by, and construed in accordance with, Singapore law. Rating . . . . . . . . . . . . . . . . . . . . . . The Securities will be rated BBB- by Fitch Ratings Ltd. A rating is not a recommendation to buy, sell or hold the Securities and may be subject to revision or withdrawal at any time by the assigning rating organisation. Clearing Systems . . . . . . . . . . . . . The Securities will be represented by beneficial interests in the Global Certificate, which will be registered in the name of a nominee of, and deposited on the Issue Date with a common depositary for, Euroclear and Clearstream. Beneficial interests in the Global Certificate will be shown on and transfers thereof will be effected only through records maintained by Euroclear and Clearstream. Except as described herein, certificates for Securities will not be issued in exchange for beneficial interests in the Global Certificate. Clearance and Settlement . . . . . . . The Securities have been accepted for clearance by Euroclear and Clearstream under the following codes: ISIN: XS0713845195 Common Code: 071384519 Registrar . . . . . . . . . . . . . . . . . . . . Citibank, N.A., London Branch Fiscal Agent . . . . . . . . . . . . . . . . . Citicorp International Limited Listing . . . . . . . . . . . . . . . . . . . . . . Approval in-principle has been obtained from the SGXST for the listing and quotation of the Securities on the SGX-ST. Use of Proceeds . . . . . . . . . . . . . . . See Use of Proceeds.

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RISK FACTORS The Group believes that the following factors may affect its ability to fulfil its obligations under the Securities. All of these factors are contingencies which may or may not occur and the Group is not in a position to express a view on the likelihood of any such contingency occurring. In addition, factors which are material for the purpose of assessing the market risks associated with the Securities are also described below. The Group believes that the factors described below represent the principal risks inherent in investing in the Securities, but the inability of the Issuer to pay amounts on or in connection with the Securities may occur for other unknown reasons and the Issuer makes no representation that the statements below regarding the risks of holding any Securities are exhaustive. There may be additional risks not described below or not presently known to the Group or that the Group currently deems immaterial that turn out to be material. Prospective investors should also read the detailed information set out elsewhere in this Offering Circular and reach their own views prior to making any investment decision. This Offering Circular also contains forward-looking statements that involve risks and uncertainties. The actual results of the Groups operations could differ materially from those anticipated in these forward-looking statements due to a variety of factors, including the risks described below and elsewhere in this Offering Circular. Risks Relating to the Groups Business and Operations The Group is subject to the risks of the logistics facilities business. The Group is subject to risks associated with the provision of logistics facilities. Some of the factors that may affect the Groups business include:

local market conditions, such as oversupply of logistics facility space, reduction in demand for logistics facility space and the rents that the Group can charge for a completed logistics facility, which may make a logistics facility unprofitable; significant liabilities associated with logistic facility assets, such as mortgage payments, and real estate taxes, are generally fixed and need to be paid even when market conditions reduce income from the assets; the attractiveness of the Groups facilities to potential customers and investors; the Groups ability to maintain, refurbish and redevelop existing facilities; competition from other available logistics facilities; the Groups ability to maintain, and obtain insurance for, its facilities; the Groups ability to control rents and variable operating costs; changes in labour laws; governmental regulations, including changes in zoning and usage, condemnation, redevelopment and tax laws and changes in these laws; difficulty in finding a buyer for any land parcel that the Group seeks to sell, or the sales price may not allow the Group to recover its investment, resulting in additional impairment charges;

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construction costs (including labour cost) of a logistics facility may exceed original estimates, or construction may not be concluded on schedule, due to factors such as contract default, the effects of local weather conditions, the possibility of local or national strikes by construction-related labour and the possibility of shortages or increase in the costs of materials, building supplies or energy and fuel for equipment as a result of rising commodity prices, inflation or otherwise, making the logistics facility less profitable than originally estimated or not profitable at all; delays in obtaining governmental permits and authorisations, and changes to and liability under all applicable zoning, building, occupancy and other laws; and changes in or abandonment of development opportunities, and the requirement to recognise an impairment charge for those investments.

Any of these factors could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. The Groups long-term growth will partially depend upon future acquisitions of logistics facilities and land upon which to build new logistics facilities, and the Group may be unable to consummate acquisitions at commercially attractive terms or at all, or any such acquisitions may not perform as well as it anticipates. From time to time the Group has acquired, and intends to continue acquiring, existing logistics facilities or land to build new logistics facilities. The acquisition of these assets entails various risks, including the risk that (i) the Group may be unable to complete acquisitions or develop facilities on the terms it originally anticipated, (ii) the Groups investments may not perform as well as it has expected, (iii) the Group may be unable to integrate its new acquisitions quickly and efficiently into its existing operations and (iv) the Groups estimate of the cost required to upgrade an acquired logistics facility to its standards or to develop a new logistics facility may prove inaccurate. The Group makes its developmental and other decisions based on economic, demographic and other data from various sources in addition to published sources. There can be no assurance that these sources are always complete or reliable. The facilities which the Group acquires and/or develops may not perform commercially as well as it anticipates, and the actual costs for acquisition, renovation and improvements identified in the pre-acquisition due diligence process may exceed the Groups estimates. The Group operates in a capital-intensive industry and may not have adequate funding resources to finance land acquisitions or logistics facilities, or to service or refinance its existing financing obligations. The logistics facility business is capital intensive. The Group intends to obtain financing for its logistics facilities primarily through a combination of borrowings from banks, cash from operations and capital contributions. The Group is subject to risks normally associated with debt financing, including the risk that its cash flow will be insufficient to meet payments under such debt obligations. There can be no assurance that the Group will be able to refinance any maturing indebtedness, that any refinancing would be on terms as favourable as the terms of the maturing indebtedness, or that the Group will be able to otherwise obtain funds by selling assets or raising equity to repay maturing indebtedness. The Groups ability to arrange adequate financing for land acquisitions or logistics facilities on terms that will allow it to earn reasonable returns depends on a number of factors that are beyond its control. For example:

Changes in the reserve requirement ratio affect the amount of funds that banks must hold in reserve against deposits made by their customers. Any future increase in the reserve requirement ratio will further reduce the amount of commercial bank credit available to businesses including the Group. - 20 -

Under certain circumstances the Groups lending banks may be forced to reduce their loan portfolio, in which case there can be no assurance that the Group would be able to refinance its existing debt in full, and the Group may therefore be required to repay part of its loans. As a result, the Group may not have adequate resources to fund land acquisitions or logistics facilities, or to service its financing obligations.

The terms of the Groups various credit agreements for its Japan and China businesses, including secured bank loans and notes, require it to comply with a number of customary financial covenants, such as in Japan, negative pledge, pari passu ranking, continued business, prohibition of amendments to material documents, restrictions on indebtedness, maintenance of loan-to-value and debt-service coverage ratios and mandatory redemption upon disposal of assets. These covenants may limit the Groups flexibility in its operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness. If the Group were to default under its covenant provisions and were unable to cure the default, refinance its indebtedness or meet its payment obligations, it would have a material adverse effect on the Groups business, financial condition, results of operations and prospects. If the Group were unable to refinance its indebtedness at maturity or meet its payment obligations, it would have a material adverse effect on its business, financial condition, results of operations and prospects. The Group could be required to sell one or more logistics facilities at times or under circumstances that reduce the Groups return on those assets. In addition, if the maturing debt were secured, the lender may foreclose on the property securing that indebtedness. The Groups secured loans and notes and certain other debt bear interest at variable rates. If debt is unavailable at commercially acceptable rates, the Group may be unable to finance the purchase of existing logistics facilities or land to develop new logistics facilities. If the Group incurs mortgage debt on properties, it bears the risk of being unable to refinance such debt when the loans become due, or of being unable to refinance such debt on favourable terms. Higher interest rates could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. The Group is exposed to a range of risks relating to the construction or expansion of its logistics facilities. The Groups ability to construct or expand a logistics facility, as well as the time and costs required to complete its construction or expansion, may be adversely affected by various factors, including, but not limited to:

delays or inability to obtain all necessary zoning, land use, building, development and other required governmental and regulatory licenses, permits, approvals and authorisations; construction risks, which include delays in construction and cost overruns (for example, due to variation from original design plans, a shortage or increase in the cost of construction and building materials, equipment or labour as a result of rising commodity prices, inflation or otherwise), inclement weather conditions, unforeseen engineering, environmental or geological problems, defective materials or building methods, default by contractors and other third party service and goods providers of their obligations, or financial difficulties faced by such persons, disputes between counterparties to a construction or construction related contract, work stoppages, strikes or accidents; any land which the government delivers to the Group failing to meet all its development or operational requirements, such as the lack of necessary infrastructure leading to the site, the lack of water and power supply, and unsuitable soil level and height of the land for construction. If the land delivered to the Group is not ready for - 21 -

construction or later suffers subsidence or similar damages, the Group would need to prepare its land for use before it commences construction. The costs involved in the preparation of the land may exceed the Groups budget;

the failure to resolve land resettlement issues; the need to incur significant pre-operating costs, which the Group may not recover for some time, or a failure to budget adequately for these pre-operating costs; the need to expend significant capital long before the Groups logistics facilities begin to generate revenue; limited cash available to fund construction and capital improvements and the related possibility that financing for these capital improvements may not be available on commercially acceptable terms or at all; and insufficient market demand from customers after construction or expansion has begun, whether resulting from a downturn in the economy, a change in the surrounding environment of the project, including the location or operation of transportation hubs or the population density, or otherwise.

Other than as referred to in the risk factors entitled The PRC government may require the Group to forfeit its land use rights or penalise the Group if it were to fail to comply with the terms of land grant contracts, The Issuer may fail to contribute to the registered capital of its PRC subsidiaries or joint ventures or experience material delays in contributing to the registered capital of its PRC subsidiaries and The Group may not have obtained all the land use rights certificates and building ownership certificates for certain of its facilities and one of its properties is subject to a land tender process, the Group has not experienced material occurrences of the risks listed above. However, there can be no assurance that the Group will complete any or all of its current or future logistics facilities within the anticipated time frame or budget, if at all, as a result of one or more of these risks. An inability to complete a logistics facility within the anticipated time frame and budget could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. The Group faces increasing competition. In recent years, a large number of logistics facility providers have begun to undertake investment projects in China, and the logistics facility market in China is evolving rapidly. In addition, a number of international logistics facility providers have expanded (or the Group expects will expand) their operations to China. The Group expects many of these providers to have sufficient financial, managerial, marketing and other resources to be competitive, and may have more experience in logistics facility and land development. Competition between logistics facility providers in both Japan and China is intense, and the Group faces significant competition for attractive investment opportunities from local and regional providers who may have better local knowledge and relationships as well as greater access to funding to acquire properties than the Group does, which may result in, among other things, difficulty in acquiring desirable investments or land at reasonable prices, increased costs for the acquisition of land for construction of logistics facilities, a reduced rate at which the relevant government authorities approve new logistics facilities, an increase in construction costs and difficulty in obtaining high quality contractors and qualified employees. Any such developments could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. If the Group cannot respond to changes in market conditions more swiftly or effectively than its competitors do, it could have a material adverse effect on its business, financial condition, results of operations and prospects. For more details, please refer to the section headed Description of the Group Competition in this Offering Circular. - 22 -

The Groups lease revenues may decrease. If a significant number of the Groups customers were unable to meet their lease obligations, the Groups operating results would be adversely affected. The Group is also subject to the risk that, upon the expiration of leases for space located in its facilities, existing customers may not renew their leases, and the Group may be unable to re-let vacant space to new customers, or the terms of re-leasing (including the cost of required renovations or concessions to customers) may be commercially less favourable to the Group than previous lease terms. If a significant number of the Groups customers were to default on their leases, it would likely experience delays in collecting rental payments or re-letting its facilities, and incur substantial costs in enforcing its rights as landlord. The Groups customers are exposed to their own business and other risks, and if one or more significant customers were to experience downturns in their businesses, the Group could lose the customer, or the customer may fail to make rental payments when due and/or require a restructuring of rental payments that might reduce its cash flow from the lease. Further, many of the Groups logistics facilities in Japan rely heavily on a very small number of customers. If a customer in such a logistics facility were not to renew its lease or were to default, the cash flow of the relevant logistics facility would decline significantly. It is not possible to predict when the Group would be able to re-let the logistics facility, the creditworthiness of the replacement customer or customers, or the rent it could charge the replacement customer. A customer may seek the protection of bankruptcy, insolvency or similar laws, which could result in the rejection and termination of such customers lease and thereby reduce the Groups available cash flow. The occurrence of any of these events could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. The Group faces risks inherent in concentrating its business in one asset class and in Japan and China, and it generates a significant portion of its revenue from a few customers. The Groups principal business strategy is to strengthen its market leadership position and capitalise on the significant market opportunities in Asia. The Groups strategy rests on its belief that logistics facilities in Asia will benefit from significant economic growth, particularly domestic consumption in China. See Description of the GroupOverview and Description of the GroupStrategy. The Groups principal business strategy exposes it to the risks inherent in concentrating its business in one asset class and two countries. These risks include, but are not limited to, an economic downturn, which would in turn affect valuations of the Groups logistics facilities, decreases in rental or occupancy rates and insolvency of customers and other counterparties. This risk may also restrict the Groups ability to raise funds for its business and result in higher financing costs. If this were to occur, or the potential economic and domestic consumption growth in Asia that the Group anticipates does not materialise, it could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. The Group generates a significant portion of its revenue from its three largest customers. Panasonic Logistics Co. Ltd., Hitachi Transport System and Nippon Express accounted for approximately 28 per cent. of the Groups total revenue for the year ended 31 March 2011. While the Group would try to replace any key customers it were to lose with other customers, there can be no assurance that the Group would succeed. If any of the Groups largest customers were to stop leasing from it and the Group were unable to replace the revenue it generates from them, it would have a material adverse effect on the Groups business, financial condition, results of operations and prospects. The Group may not have identified all material defects, breaches of laws and regulations and other deficiencies on its facilities. There can be no assurance that the Groups reviews, surveys or inspections (or the relevant third party review, survey or inspection reports on which it has relied) would have revealed all - 23 -

defects or deficiencies affecting facilities in which the Group has interests or which it manages, including to the title thereof and existing environmental contamination or hazardous substances thereon. In particular, there can be no assurance that there are no latent or undiscovered defects, deficiencies or inaccuracies in such third party reviews, surveys or inspection reports or the Groups facilities, any of which may have a material adverse effect on the Groups business, financial condition, results of operations and prospects. The Groups insurance coverage does not include all potential losses. The Group currently carries property all risk insurance and business interruption insurance which covers the potential property damage and/or rental loss resulting from accidents and natural hazards such as windstorms and floods. The Group covers certain facilities and business operations against additional risks such as earthquakes and tsunamis under an extended coverage policy as the Group deems appropriate. In addition, the Groups China operations carry public liability insurance which covers the potential risks as the result of claims from the third parties due to its legal liability arising from its business operations. The insurance coverage contains policy specifications and insured limits customarily carried for similar facilities, business activities and markets. The Group believes the Group has insured its facilities in Japan and China in line with industry practices in the respective markets; however, there can be no assurance that such insurance coverage will be sufficient. For example, there are certain losses, including losses from floods, earthquakes, acts of war, acts of terrorism, riots or labour unrest, which are not customary to insure against in full or at all because it is not deemed economically feasible or prudent to do so. Moreover, in line with the industry practices in Japan referenced above, the Group does not maintain insurance against other personal injuries or property damage that might occur during the construction of new facilities in Japan. The Group also does not carry insurance coverage for the non-performance of contracts during construction and other risks associated with construction and installation work during the construction period. As is customary in Japan, the Group does not expect to obtain earthquake insurance coverage for its facilities of which probable maximum loss (PML) is below a certain threshold percentage. For insured facilities, the Group obtains additional earthquake insurance to cover damages up to the PML value. See Risk FactorsRisks Relating to the Groups Operations in JapanThe expert appraisals and reports upon which the Group relies are subject to significant uncertainties. If an uninsured loss or a loss in excess of insured limits were to occur with respect to one or more of its facilities, the Group could experience a significant loss of capital invested and potential revenues in these facilities, and could remain obligated under any recourse debt associated with the logistics facility. Any uninsured losses could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. The Group may suffer substantial losses in the event of a natural or man-made disaster, such as an earthquake or other casualty event in Japan or China. Natural disasters, severe weather conditions and the outbreak of epidemics, all of which are beyond the Groups control, may adversely affect the economy and infrastructure of Japan and China. Some cities where the Group operates are under the threat of flood, earthquake, sandstorm, snowstorm, fire, drought, or epidemics such as Severe Acute Respiratory Syndrome (SARS) and H5N1 avian flu or the human swine flu, also known as Influenza A (H1N1). Past occurrences of such phenomena, for instance the outbreak of SARS in 2003 and the Sichuan province earthquake in May 2008, have caused varying degrees of harm to businesses and the national and local economies. Japan has experienced several large earthquakes that have caused extensive property damage. On 11 March 2011, an earthquake measuring 9.0 degrees on the Richter scale occurred in Tohoku district, northeast of Tokyo which, coupled with aftershocks in the days after the earthquake, associated tsunami waves on the east coast of Japan and a nuclear plant crisis in Fukushima in Japan, caused considerable physical and economic damage to Japan. The loss in - 24 -

revenue arising from the 11 March 2011 earthquake in Japan amounted to JPY211 million for the six-month period ended 30 September 2011. The Group anticipates that the Japanese economy will remain extremely volatile until the potential consequential events (particularly the possibility of nuclear leakage) as a result of the earthquake have stabilised or settled in Japan. Any further earthquakes, aftershocks, tsunamis, nuclear power plant explosions, or radiation leakages, could have a catastrophic effect on the Groups facilities in Japan, the businesses of the Groups customers in Japan, the Japanese economy in general and the global supply chain. This in turn, could have a material adverse effect on the Groups business, financial condition and results of operations and prospects. The Group depends on key personnel. The Groups success depends to a significant degree upon the continued contributions of certain key personnel including, but not limited to, its key management team and other senior managers, each of whom would be difficult to replace. If any of the Groups key personnel were to cease employment with it, the Groups operating results could suffer. The Groups ability to retain its management group, or to attract suitable replacements should any member of the management group leave, is dependent on the availability of candidates with the relevant experience, and the competitive nature of the employment market. The loss of services from key members of the management group or a limitation in their availability could adversely affect the Groups business, financial condition, results of operations and prospects. Further, such a loss could be negatively perceived in the capital markets. The Group does not maintain, and does not expect to obtain, key man life insurance on any of its key personnel. The Group also believes that, as the Group expands, its future success depends, in large part, upon the Groups ability to hire and retain highly skilled managerial, investment, financing, operational and marketing personnel. Competition for such personnel in the markets where it operates is intense, and there can be no assurance that the Group will be successful in attracting and retaining skilled personnel. Failure to do so could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. The Groups facilities are exposed to various environmental risks that may result in unanticipated costs. The Groups operations are subject to various environmental laws, including those relating to soil contamination, health and hygiene, air pollution control, water pollution control, waste disposal and noise pollution control and storage of hazardous materials. For example, under the Soil Contamination Countermeasures Act and related regulations, landowners in Japan are responsible for removal or remedy of several hazardous substances. The costs of removal or remediation of such substances could be substantial. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of hazardous substances. There can be no assurance that potential environmental liabilities do not exist or will not arise in the future. The presence of contamination or hazardous substances on the Groups facilities could adversely affect its ability to lease or sell such facilities or to borrow using these facilities as collateral, which could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. The Groups hedging strategies may not reduce interest rate risk. The Group uses various derivative financial instruments to provide some protection against interest rate risks. These instruments involve risks, such as the risk that the counterparties may fail to honour their obligations under these arrangements, that these arrangements may not be effective in reducing the Groups exposure to interest rate changes and that a court could rule that such agreements are not legally enforceable. In addition, the nature and timing of hedging - 25 -

transactions may influence the effectiveness of the Groups hedging strategies. There can be no assurance that the Groups hedging strategies and the derivatives that it uses will adequately offset the risk of interest rate volatility, or that the Groups hedging transactions will not result in losses. Losses on hedging transactions could materially affect the Groups reported financial results. The Group is subject to risks relating to foreign currency exchange rate fluctuations. Because of the geographic diversity of its business, the Group receives income and incurs expenses in a variety of currencies, including Singapore dollars, Chinese Renminbi, Japanese Yen, and U.S. dollars. Consequently, the Groups costs, profit margins and asset values are affected by fluctuations in the exchange rates among the above-mentioned currencies. It is not possible to predict the effect of future exchange rate fluctuations on the Groups assets, liabilities, income, cost of sales and margins. Some of the currencies used by the Group may not be readily convertible or exchangeable or may be subject to exchange controls. In addition, the Groups financial information is presented in U.S. dollars. Exchange rate gains or losses will arise when the assets and liabilities in foreign currencies are translated or exchanged into U.S. dollars for financial reporting or repatriation purposes. Fluctuations in currency exchange rates could materially affect the Groups reported financial results. Disputes with joint venture or project development partners may materially and adversely affect the Groups business. The Group carries out some of its business through joint ventures or in collaboration with other third parties. Such joint venture arrangements or collaboration involve a number of risks, including:

disputes with the Groups partners in connection with the performance of its or their obligations under the relevant project or joint venture agreements; disputes as to the scope of each partys responsibilities under these arrangements; financial difficulties encountered by the Groups partners affecting their ability to perform their obligations under the relevant project or joint venture agreements; and/or conflicts between the policies or objectives adopted by the Groups partners and those adopted by the Group.

The occurrence of any of these events could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. From time to time the Group may be involved in legal, regulatory and other proceedings arising out of its operations, and may incur substantial costs arising therefrom. From time to time the Group is, and in the future may continue to be, involved in disputes with various parties involved in the development and lease of its facilities, including customers, contractors, suppliers and construction workers. These disputes may lead to legal or other proceedings and may result in substantial costs, delays in the Groups development schedule, and the diversion of resources and managements attention, regardless of the outcome. Furthermore, if the Group were to fail to win these disputes, it may incur substantial losses and face significant liabilities. The Group may be subject to regulatory action in the course of its operations, which may subject it to administrative proceedings and unfavourable decisions that could result in penalties and/or delayed construction of new logistics facilities. In such cases, the Groups results of operations and cash flow could be materially and adversely affected. See Description of the GroupLegal Proceedings. - 26 -

The valuations of the Groups logistics facilities contain assumptions that may not materialise. For the financial years ended 31 March 2010 and 2011 and for the six-month period ended 30 September 2011, the Group used the valuations of the Independent Valuers in the preparation of its financial statements. The Groups valuers use market value for their valuation and the interpretative commentary in accordance with the International Valuation Standards and the RICS Valuation Standards. The assessment of market value is generally based on one or more of the following methodologies depending on the nature of the property: direct comparison, cost, residual, income capitalisation and discounted cash flow methods, pursuant to which the Groups facilities are directly compared with other comparable facilities of similar size, character and location to provide a fair comparison of capital values. The income methods also take into account the net rental income of facilities. Gains or losses arising from changes in the market value of the Groups facilities are included in its statements of comprehensive income in the period in which they arise. The Groups facilities are revalued on a quarterly basis (although only external independent valuation was used for the six-month period and year end period valuations) and the most recent revaluation was conducted on 30 September 2011. The Groups facilities are revalued on open market and existing use basis which reflect market conditions on revaluation dates. The valuations are based on certain assumptions which, by their nature, are subjective and uncertain, and may differ materially from actual results. Accordingly, the valuations may not reflect the actual value the Group eventually realises from these facilities. Unanticipated results or changes in particular logistics facilities, or changes in general or local economic conditions or other relevant factors, including changes in government regulations, could affect such values which could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. The interests of Recosia China Pte Ltd and its associates may differ from the interests of the Group. As at 31 March 2011, Recosia China Pte Ltd (Recosia China) and its associates own 50.6 per cent. of the Issuers Shares. Recosia China and its associates could influence the outcome of any corporate transactions or other matters submitted to the shareholders for approval, including mergers, consolidations and the sale of all or substantially all of the Issuers assets, the election of directors and other significant corporate actions. In addition, Recosia China and its associates hold interests in assets or other companies that may compete (or could in the future compete) with the Issuer. There can be no assurance that Recosia China or its associates will act solely in the Issuers interest, or that any differences of interest will be resolved in the Issuers favour. There can be no assurance that conflict of interest will not arise between Recosia China, its associates and the Issuer, or that any such conflicts can be resolved. The Issuers subsidiaries and jointly controlled entities are subject to restrictions on the payment of dividends. The Issuer is a holding company and is dependent on the receipt of dividends from its subsidiaries and jointly controlled entities to satisfy its obligations, including its obligations under the Securities. The ability of the Issuers subsidiaries and jointly controlled entities to pay dividends to their shareholders is subject to, among other things, applicable laws and restrictions contained in the debt instruments and loan agreements of such companies. For example, subsidiaries and jointly controlled entities that are foreign invested enterprises in the PRC are subject to PRC laws and regulations governing distribution of dividends and may pay dividends only from accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. The Issuers subsidiaries and jointly controlled entities may also be restricted from paying dividends under the terms of loan agreements to which they are party. Some of the Issuers subsidiaries and jointly controlled entities in China are - 27 -

required by banks not to pay dividends unless all principal and interest then due have been fully paid off. There can be no assurance that profits of the Issuers subsidiaries and jointly controlled entities will be distributable. Adverse economic conditions would negatively affect the Groups business. The global financial crisis in 2008 caused substantial volatility in capital and commodity markets and a downturn in the global economies, which severely affected the worldwide consumption and demand. These challenging market conditions have resulted in reduced consumption and investor confidence, lower market demands, reduced liquidity, a reduction in available financing and a tightening of credit terms. Although a global economic recovery has been underway for some time, there is no assurance that the recovery will continue or be sustained. Currently there is widespread speculation that a global slowdown may occur in the near future due to the worsening economic conditions in the United States, Europe, Japan, the political instability in the Middle East and the ongoing European debt crisis. If the global economy worsens or there are prolonged disruptions to the credit markets, the Groups business could face challenges including, among others:

an economic slowdown affecting consumer behaviour, which may in turn negatively affect the businesses of the Groups customers and their demand for logistics facilities; poor economic conditions resulting in customers defaulting on leases, or increasing vacancy rates; reduced demand that requires the Group to lower rents or make other contractual concessions under new and existing leases; adverse capital and credit market conditions that restrict the Groups development and redevelopment activities including development of its existing land bank; and restricted access to credit that results in the inability of potential buyers to acquire the Groups facilities offered for sale, including facilities held through joint ventures.

The pervasive and fundamental disruptions in the global financial markets in the past have led to extensive and unprecedented governmental intervention in those markets. Any recurrence of such disruptions and further government intervention, restrictions or regulation could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. It is not possible to predict with any certainty the likelihood or duration of any economic slowdown or downturn, and any such economic slowdown or downturn could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. General economic, political and social conditions and government policies in the places where the Group now operates or may in the future operate could affect its business. The Groups business, financial condition, results of operations and prospects are subject to economic, political and legal developments in Japan, China and any other jurisdiction in which it may in the future operate. There are and will be variations in economic, political, governmental and regulatory structure among the jurisdictions in which it operates. The Groups business, financial condition and results of operations will depend in large part on its ability to adapt to economic, political, governmental and regulatory developments in these jurisdictions, especially as they undergo rapid growth or demographic or other change. The Groups business, earnings and prospects may be materially and adversely affected by a variety of conditions and developments in each of these countries, including:

inflation, interest rates, and general economic conditions, for example in Japan where there are high public and private debt levels and there has been an extended period of weak consumption and of deflation; - 28 -

the structure of the economy, such as in China where the economy has been transitioning from a planned economy to a market-oriented economy but where the government still controls a substantial portion of productive assets, continues to play a significant role in regulating industries through industrial policies and exercises significant control over growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies; the introduction of economic policies to control inflation or stimulate growth, change the rate or method of taxation or impose additional restrictions on currency conversions and remittances abroad, such as in China where the government has periodically taken measures to slow economic growth to a more manageable level, in response to concerns about Chinas historical high growth rate in industrial production, bank credit, fixed investment and money supply; demographic factors, for instance in Japan which has an aging and shrinking population or the PRC which has a rapidly growing population requiring rapid economic growth to assure employment and stability; governmental policies, laws and regulations, including, without limitation, those relating to foreign investment or classification of industries, and changes to such policies, laws and regulations and their implementation and interpretation, which could prevent, delay, increase the cost of or otherwise adversely affect the Groups ability to invest in, acquire or divest, develop, operate or manage its facilities; certain recent changes in China tax law and proposed application and/or interpretation of these laws could increase the Groups China tax liability, and potentially adverse tax consequences from changes to or introduction of tax laws and tax treaties or their interpretation or application, or revocation of tax incentives, including the New EIT Law (as defined below) in the PRC, Tokutei Mokuteki Kaisha (TMK) laws in Japan, which may increase the Groups cost of investment or carrying on of business, or adversely affect the Issuers ability to receive dividends or other distributions from entities in which it has made investments; the risk of nationalisation and expropriation of assets; currency controls and other regulations, which may affect the Issuers ability to receive distributions or other dividends from the Issuers subsidiaries or other entities in which it may have any interest, to borrow onshore or offshore where the facility or the relevant subsidiary or entity is located, or to carry out acquisition, divestment and capital expenditure plans; and political and other conditions.

Such conditions and developments, many of which are outside of the Groups control, may have a material adverse effect on its business, financial condition, results of operations and prospects. Risks Relating to the Groups Operations in Japan The expert appraisals and reports upon which the Group relies are subject to significant uncertainties. The Group may obtain appraisals as well as engineering, environmental and seismic reports to help it assess whether to acquire new logistics facilities, and how to operate logistics facilities it already owns. However, these reports cannot give a precise assessment of the past, present or future value or engineering, environmental or seismic conditions of the relevant logistics - 29 -

facilities. Furthermore, the appraisers and other experts use a variety of different review methodologies or different sets of assumptions, which could affect the results of such appraisals, reports and the conclusions that the appraisers, other experts and the Group can draw from them. Thus, different experts reviewing the same logistics facility could reach significantly different conclusions. Although the engineering, environmental and seismic reports the Group has obtained for its logistics facilities have not revealed any material risks or liabilities, because such risks are often hidden or difficult to evaluate, the reports the Group has obtained may not be an accurate reflection of such risks. If the Group were to discover any significant, unidentified engineering, environmental or seismic liabilities, the value of the affected logistics facility could fall, it may be required to incur additional costs and discharge of the liability could be time consuming. In addition, in accordance with customary practice in Japan, the Group discloses certain information relating to a logistics facilitys PML based on reports it receives from third parties. PML percentages are based on numerous assumptions. The Group is not an expert in assessing earthquake risk, and cannot independently verify the PML percentages provided to it, and the uncertainties inherent in such reports limit the value of them to the Group. An earthquake could severely damage or otherwise adversely offset the Groups logistics facilities and if its customers were to suffer significant uninsured losses due to earthquake damage to one or more of the Groups facilities, it could reduce their demand for the Groups facilities and therefore have a material adverse effect on the Groups business, financial condition, results of operations and prospects. Several of the Groups facilities in Japan are in port areas, and are subject to regulation by the Port Labour Law. Several of the Groups facilities in Japan are located in port areas defined by the Port Labour Law, and are therefore subject to regulation by the Port Labour Law and other related laws and regulations, and are also affected by certain business practices. For example, employers face constraints on the workers they may hire to work in affected facilities, and as a result, the Groups customers labour and other operational costs for affected facilities may be higher than for unaffected facilities. There can be no assurance that such port area regulations will not affect the businesses of the Groups customers, which could consequently have a material adverse effect on the Groups business, financial condition, results of operations and prospects. Some of the Groups logistics facilities violate the Construction Standards Law and related laws and regulations. The Construction Standards Law and related laws and regulations (collectively, Construction Standards Laws) establish the building codes for building properties in Japan. Currently, several of the Groups logistics facilities in Japan are not in compliance with Construction Standards Laws. In order to increase the GFA, Japanese customers occasionally retrofit a mezzanine level into the logistics facility, as a result of which the relevant facility may exceed maximum GFA limits imposed by the Construction Standards Laws. In addition, some customers or previous owners of the Groups facilities have installed other ancillary structures such as office space, corridors between facilities or sheds in the Groups properties in order to meet their specific business needs. In case of non-compliance of Construction Standards Laws, the relevant administrative agency would normally take preliminary actions first to assess the property in question and, if the violation is not cured, may issue a written announcement to set forth the actions that the owner of the property needs to take. If the violation remains uncured, the relevant administrative agency may then issue a corrective order for the owner of the property to take corrective action, including removal of the illegal structures. Although the timing of issuance of corrective orders and their content, as well as - 30 -

the decision as to whether such corrective orders should be issued in the first place, are determined by the relevant administrative agency at its discretion, the relevant administrative agency normally opts for the most feasible solution, and a corrective action to require the property owner to demolish the entire property in question without justifiable reason is seen as an abuse of discretionary power by the authorities and such order is likely to be void. The Group intends to rectify the properties that do not comply with Construction Standards Laws as soon as practicable (rectification may be difficult when the customer occupies the relevant property). As at 31 March 2011, the Group has made provision of JPY739 million (approximately US$8.9 million) for the removal costs reserve amount for the 15 properties owned by Azalea Special Purpose Company, one of the TMKs owning the warehouses most affected by these non-compliance issues. The Group may draw from these funds as necessary for the payment of costs and expenses to remove the illegal constructions in the Groups facilities. There can be no assurance that the government will not order the Group to remove such additional structures or take more severe regulatory action. If any of these events were to occur, it may increase costs, as well as result in a loss of utility space for the Groups customers, which could have an adverse effect on its business, financial condition, results of operations and prospects. Climate change regulation could increase the Groups capital and operating expenses. The national and various local governments in Japan have adopted (and may adopt further) regulations intended to limit activities they deem to contribute to global warming. For example, in April 2010, the Tokyo Metropolitan Government amended the Tokyo Metropolitan Ordinance on Environmental Preservation to impose on owners of large properties an obligation to decrease carbon dioxide emissions. The Groups capital and operating expenses could increase in the future by, for example, the imposition of stricter energy efficiency standards for buildings or the cost of environmentally-friendly building materials. The Groups customers businesses are heavily reliant on trucks to transport their goods. Increased regulation, such as municipal restrictions on vehicular emissions of nitrogen oxide and particulate matters, could increase its customers costs and consequently reduce their demand for the Groups facilities. The Japanese real property registration system may not accurately reflect the ownership of the real property-related title or right. Japan has a system of registering the ownership of real property (which includes land and buildings) as well as certain other real property-related rights, such as security rights over real property and easements, pursuant to which an unregistered owner of real property or an unregistered holder of certain other rights cannot assert its title or such rights against a third party. However, the real property register does not necessarily reflect the true owner of the real property-related title or right. In practice, parties who plan to enter into a real property transaction usually rely upon the register, as it is generally the best indication of the true owner of the real property-related title or right. However, a party has no recourse to anyone but the seller if, relying on the register, it purchases the property or a related right from a seller and the information contained in the register turns out to be incorrect. The purchaser may claim for damages against the seller pursuant to statutory warranties or contractual warranties, but, in general, cannot acquire the ownership of or title to the real property. Imperfect title to one or more of the Groups facilities in Japan could have a material adverse effect on its business, financial condition, results of operations and prospects.

- 31 -

There can be no assurance that the acquisition of logistics facilities in Japan from LaSalle Investment Management will be successful. On 19 December 2011 the Company announced it had formed a joint venture (the CIC JV) with China Investment Corporation (CIC) to acquire 15 modern logistics facilities in Japan (the Relevant Portfolio) from LaSalle Investment Management (LIM) for a purchase price of JPY122.6 billion (US$1.6 billion)1, excluding transaction costs. The Company and CIC will each hold 50 per cent. of the equity of the CIC JV. The sale and purchase agreement relating to the Relevant Portfolio was entered into between the CIC JV and LIM on 19 December 2011. See Recent DevelopmentsAcquisition of Logistics Facilities in Japan from LaSalle Investment Management. The acquisition of the Relevant Portfolio is expected to close in the first quarter of 2012 but there can be no assurance that the Company will be able to successfully complete the acquisition of the Relevant Portfolio, which is subject to the satisfaction of a number of conditions, including customary completion conditions. In addition, the sale and purchase agreement relating to the Relevant Portfolio may be terminated by the CIC JV or LIM in certain circumstances. There can be no assurance that following any termination event of the Sale and Purchase Agreement, the Company will receive sufficient reimbursement from LIM to cover its expenses, if at all. Risks Relating to the Groups Operations in China The PRC government may require the Group to forfeit its land use rights or penalise the Group if it were to fail to comply with the terms of land grant contracts. Under PRC laws and regulations, if a property owner fails to develop land according to the terms of the land grant contract (including those relating to payment of fees, designated use of land and time for commencement and completion of the development of the land), or to get the relevant governmental approval to extend the development period, the relevant government authorities may issue a warning to, or impose a penalty on, the property owner or require the property owner to forfeit the land. Specifically, under current PRC laws and regulations, if the Group were to fail to commence development for one year or more but less than two years from the commencement date stipulated in the land grant contract, the relevant PRC land bureau may serve a warning notice on it and impose an idle land fee on the land of up to 20 per cent. of the land premium. If the Group were to fail to commence development for two years or more from the commencement date stipulated in the land grant contract, and the relevant government authority did not grant it an extension of time, the land use right would be subject to forfeiture by the PRC government without compensation unless the delay in development were caused by government actions, force majeure or necessary preparatory work. The policy was reinforced in the Notice on Enhancing the Economical and Intensive Use of Land promulgated by the State Council on 3 January 2008 which states, among other things, that (i) policies in relation to the forfeiture of land use rights without compensation for land which has remained idle for two years or more shall be strictly implemented; (ii) if any land remains idle for one year or more but less than two years, an idle land fee of 20 per cent. of the relevant land premium will be levied; and (iii) financial institutions are required to exercise caution when approving financing for any property owner who, after one year from the commencement date stipulated in the land grant contract, fails to complete at least one-third of the development of its project or provide at least 25 per cent. of the total funds for investment in the project. Some of the Groups land grant contracts stipulate a minimum amount it has to invest in the relevant project, which may exceed the amount the Group deems commercially reasonable. The Group believes that some of the Groups properties may be considered idle land. As at 31 March 2011, the Issuer has received notices from the relevant government authorities with
1

JPY to US$ figure translated at the rate of 1 US$ = 77.76 JPY.

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respect to the property held by one of its PRC subsidiaries imposing the default penalty due under the relevant land contract for not developing the land in accordance with the terms of the land grant contract. The construction works on this property have commenced before 31 March 2011. For this property, the Issuer has been advised by its PRC legal adviser that there is a relatively low risk that the relevant government authority will forfeit the land. In September 2011, the Group received a notice from the relevant government authorities with respect to another parcel of land in Shenzhen alleging such land has become idle. Such land is held by one of the Groups PRC subsidiaries. The notice also specified that such land would be forfeited if the Group is unable to present a development plan in respect thereof to the satisfaction of the relevant government authorities. As at the date of this Offering Circular, negotiations with the government authorities regarding such land are ongoing. There can be no assurance that the government will not impose the idle land penalty and/or forfeit the land in respect of which the Group did not begin in a timely manner construction. If the relevant government authorities impose the idle land penalties and/or forfeit the land, it may have an adverse effect on the Groups business, financial condition, results of operations and prospects. In addition, any other breach of the terms of the land grant contracts, including, without limitation, failure to adhere to the commencement date of the development of the land or the development period may subject the Group to further liabilities and penalties under the land grant contracts. If the government authorities impose penalties or other liabilities on it for failure to adhere to the strict terms and conditions of the land grant contracts, it may have an adverse effect on the Groups business, financial condition, results of operations and prospects. The Issuer may fail to contribute to the registered capital of its PRC subsidiaries or joint ventures or experience material delays in contributing to the registered capital of its PRC subsidiaries. Under PRC laws, the Issuer is allowed to contribute to the registered capital of its PRC subsidiaries or joint ventures in instalments, provided that each instalment is made within the prescribed time limits and the final instalment is made within two years after the date of issue of the PRC entitys business licence. A failure to contribute to the registered capital in accordance with the requirements of PRC laws may invalidate the relevant PRC entitys approval certificate, and the relevant PRC government authorities may cancel the approval certificate for the establishment of the PRC entity and revoke its business licence. The PRC government may redesignate the usage of land that has been granted to the Group. The Group is subject to the Urban and Rural Planning Law of the PRC, pursuant to which relevant local governments may, from time to time, redesignate the usage of certain land for local planning and development purposes. When a government re-zones land that has been granted to the Group, it may be required to exchange its original land use right for the land use right of another parcel of land or accept a refund from the local government for the land premium that it paid for the original land use right, thereby affecting the Groups original development plans. In November 2011, the Group received a notice from a local government affiliated entity with respect to a parcel of land in Shanghai that the usage of that parcel of land had been redesignated for commercial purposes. Such land is held by one of the Groups PRC subsidiaries. The Group is in the process of negotiating with such local government affiliated entity on the compensation for structures that have been constructed on the parcel of land. There can be no assurance that relevant local governments will not change the zoning of certain land that the Group has already acquired, which could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. - 33 -

The Group may fail to obtain, or experience material delays in obtaining, requisite governmental approvals, licences and filings. To establish a logistics facility in China, the Issuers PRC subsidiaries and joint ventures must go through various PRC governmental approval and filing processes and obtain the requisite approvals and licences for its investment in such logistics facility and related business operations. To construct a logistics facility, the Issuers relevant PRC subsidiaries and joint ventures must obtain permits, licences, certificates and other approvals from the relevant administrative authorities at various stages of land acquisition and construction, including land use rights certificates, construction land planning permits, construction works planning permits, construction works commencement permits and filing forms of completion inspection. Each approval is dependent on the satisfaction of a set of conditions. There can be no assurance that the Group will not encounter significant problems in satisfying the conditions to the approvals necessary for the development of its logistics facilities, or that the Group will be able to adapt itself to new laws, regulations or policies, or the particular processes related to the granting of the approvals. There may also be delays on the part of the administrative bodies in reviewing the Groups applications and granting approvals. If the Group were to fail to obtain, or experience material delays in obtaining, the requisite governmental approvals, licences and filings, the Issuers investment in its PRC subsidiaries and joint ventures and the schedule of development and commencement of the Groups leasing operations could be substantially disrupted, resulting in a material adverse effect on the Groups business, financial condition and results of operations. The Group may not have obtained all the land use rights certificates and building ownership certificates for certain of its facilities, and two of its properties are subject to a land tender process. The Group has not obtained the construction land planning permit, the construction works planning permit, the construction works commencement permit, the inspection acceptance certificate, the land use rights certificates and/or building ownership certificates of certain of its facilities for a parcel of land under GLP Nanjing Jiangning Development Co., Ltd because the applicable land quota has not been allocated to the land. The Group has received a decision by the relevant PRC government authority under which a fine of RMB400,000 is imposed on this subsidiary for possessing and using such land in the absence of applicable land quota. This property is still subject to the completion of a land tender process required under PRC law, after the land quota is allocated to the land by the government, and there can be no assurance that the Group will win. In addition, one of the subsidiaries of Shanghai Yupei Group Co., Ltd. (Yupei), in which the Group has recently acquired a 49 per cent. stake, is in the process of constructing certain buildings and structures on a parcel of land in Shenyang. However, such subsidiary of Yupei has not obtained the land use right in connection with part of such land, and has been performing constructions on it without any approval or permit. The Groups PRC legal adviser has advised it that because of the lack of land use rights certificates and/or building ownership certificates and the related title defects for the relevant facilities (i) the relevant PRC government authority may require the Group to apply for the certificate and pay a fine (which represents more than 2 per cent. but less than 4 per cent. of the consideration payable under the relevant construction agreement of the relevant facilities), (ii) the users of the relevant facilities may claim against the Group for losses they suffer, (iii) the Group may be required to vacate the relevant facilities which, to the extent that any of the relevant facilities are leased to its customers, may also affect the Groups ability to continue to perform its obligations under the lease agreements and/or (iv) the relevant PRC government authority may demolish the buildings or foreclose on the relevant properties. Any such consequences could have an adverse effect on the Groups business, financial condition, results of operations and prospects. - 34 -

The Group may face penalties for the non-registration of its lease agreements with customers in China. A majority of the Groups lease agreements with customers in China have not been registered with the relevant local authorities in China. Non-registration does not affect the Groups rights or entitlements to lease out the facilities to customers, or the legality and effectiveness of the lease agreements between the parties to the agreements. However, pursuant to the requirements of the PRC Administrative Measures of Commodity Property Leases and relevant local rules, the Group may be subject to penalties for the non-registration of lease agreements imposed by the local authorities and/or requests by the local authorities to complete the registration formalities. As of 30 September 2011, the Group has neither been penalised for the non-registration of its lease agreements nor received a request from any government authority to complete the registration formalities. The Group intends to register future lease agreements to the extent practicable. Nevertheless, there can be no assurance that the Group would not be subject to such penalties and/or requests for undertaking the registration formalities in the future, any of which could increase its costs. The Group may be unable to register certain of its trademarks in China. Under PRC law, for a person or entity to become a registered owner of a trademark (and therefore to receive the full protection of the relevant PRC trademark laws), the trademark must be registered with the relevant governmental authority. As part of the 2009 Acquisition, the Group acquired the trademark from ProLogis (including four classes of registered trademarks and an additional application in class 35 in China). The additional class 35 application was partially rejected in June 2010 by relevant trademark authorities, due to the fact that a company located in Shenyang, PRC (the Shenyang Company) had registered a similar trademark in class 35 (business consultancy) in China. A trademark search shows that the Shenyang Companys trademark rights over the trademark expired in March 2010 and were not renewed within the grace period that expired in September 2010. The Group has appealed against the relevant trademark authorities decision to reject its class 35 application, and its appeal is currently pending. The Group has also filed two applications in class 37 and class 42 for a company logo and an application in class 42 for one composite mark in China. These three applications were opposed by an Italian company on the ground that the trademarks applied for by the Group are similar to its trademark. The Group has filed its response with the relevant trademark authorities. No decision has been made by the trademark authorities as at the date of this Offering Circular. Should the foresaid applications in question be rejected, the Group would not have exclusivity to use these trademarks when conducting relevant business in the PRC and may have to use another mark or name instead. The enforcement of the Labour Contract Law and other labour-related regulations in China may adversely affect the Groups business and its results of operations. The Labour Contract Law of the PRC was promulgated by the Standing Committee of the National Peoples Congress on 29 June 2007, and came into effect on 1 January 2008. The Labour Contract Law is primarily aimed at the regulation of employee/employer rights and obligations, including matters with respect to the establishment, performance and termination of labour contracts. Certain of the Issuers subsidiaries and joint ventures in PRC had previously engaged employees indirectly through employment service companies. As at 31 March 2011, the relevant employees were already employed directly by one or more of the Issuers subsidiaries or joint ventures in PRC. However, there can be no assurance that the government will not fine the Group or take corrective action for historical or future violations of the Labour Contract Law. Furthermore, the Groups labour costs may increase as a result of these new protective labour measures, which could have a material adverse effect on the Groups business, financial condition, results of operations and prospects. - 35 -

The PRC logistics facility industry is susceptible to the macro-economic policies and austerity measures of the PRC government. The PRC government has exercised and continues to exercise significant influence over the PRCs economy. From time to time the PRC government adjusts its monetary and economic policies to prevent and curtail the overheating of the national and provincial economies, which may affect the markets in which the Group operates. Any action by the PRC government concerning the economy or the real estate industry in particular could have a material adverse effect on the business, financial condition and results of operations of the Group. Macroeconomic policies and austerity measures previously implemented by the PRC government in respect of the PRC real estate market have focused on the residential property market. Such measures have included regulations to limit mortgage loans on residential properties and increases in residential mortgage interest rates. There can be no assurance that macroeconomic policies and austerity measures introduced in the future will not adversely affect the Groups ability to fund future acquisitions of land upon which to build new logistics facilities, or to service or refinance its existing financing obligations. The Peoples Bank of China (the PBOC) has adjusted the deposit reserve ratio for commercial banks several times commencing from 1 January 2008. As at 1 January 2008, 2009, 2010 and 2011, the then-current effective deposit reserve ratio for large-scale commercial banks was 14.5 per cent., 15.5 per cent., 15.5 per cent. and 18.5 per cent., respectively. The deposit reserve ratio was adjusted six times between 1 January 2011 and 30 September 2011 and the effective deposit reserve ratio as at 30 September 2011 was 21.5 per cent. The PBOC reduced the effective deposit reserve ratio by 0.5 percentage points with effect from 5 December 2011. The deposit reserve refers to the amount of funds that banks must hold in reserve against deposits made by their customers. The increase of the deposit reserve ratio may negatively impact the amount of funds available to be lent to business, including the Group, by commercial banks in the PRC. The central and local authorities in PRC may continuously adjust interest rates and other economic policies or impose other regulations or restrictions which may adversely affect the business, financial condition and results of operations of the Group. Current tax policies providing the Group with preferential tax treatment may change. The Issuers PRC subsidiaries are subject to PRC income tax. In March 2007, the National Peoples Congress adopted the New Enterprise Income Tax Law (the New EIT Law), which provides that the income tax for both domestic and foreign-invested enterprises is unified at 25 per cent., effective 1 January 2008. Under the New EIT Law, enterprises that enjoyed a preferential tax rate prior to the New EIT Laws promulgation would gradually migrate to the new tax rate over five years from the effective date of the New EIT Law. Enterprises that were entitled to a fixed period of tax exemptions or reductions prior to the New EIT Laws promulgation would continue to enjoy such treatment until such fixed term expires. Three of the Issuers PRC subsidiaries benefit from income tax rates of 20 per cent. in 2009 and of 22 per cent. in 2010, compared to the national rate of 25 per cent. generally applied. The preferential tax treatment enjoyed by these subsidiaries will be gradually phased out under the New EIT Law. The Issuers PRC subsidiaries will be required to pay more taxes after the expiration of these tax benefits, which may have a material adverse effect on the Groups results of operations.

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Risks Relating to the Securities The Securities may not be a suitable investment for all investors. Each potential investor in the Securities must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

have sufficient knowledge and experience to make a meaningful evaluation of the Securities, the merits and risks of investing in the Securities and the information contained or incorporated by reference in this Offering Circular; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Securities and the impact such investment will have on its overall investment portfolio; have sufficient financial resources and liquidity to bear all of the risks of an investment in the Securities; understand thoroughly the terms of the Securities; and be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic and other factors that may affect its investment and its ability to bear the applicable risks.

The Securities are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in the Securities which are complex financial instruments unless it has the expertise (either alone or with the help of a financial adviser) to evaluate how the Securities will perform under changing conditions, the resulting effects on the value of such Securities and the impact this investment will have on the potential investors overall investment portfolio. The Securities are perpetual securities and investors have no right to require redemption. The Securities are perpetual and have no maturity date. The Issuer is under no obligation to redeem the Securities at any time and the Securities can only be disposed of by sale. Holders who wish to sell their Securities may be unable to do so at a price at or above the amount they have paid for them, or at all, if insufficient liquidity exists in the market for the Securities. The Issuers obligations under the Securities are subordinated. The Issuers obligations under the Securities constitute direct, unsecured and subordinated obligations of the Issuer which rank pari passu and without any preference among themselves and with any Parity Obligations (as defined in Terms and Conditions of the Securities) of the Issuer. Subject to applicable laws, in the event of the Winding-Up (as defined in Terms and Conditions of the Securities) of the Issuer, there shall be payable by the Issuer in respect of each Security (in lieu of any other payment by the Issuer), such amount, if any, as would have been payable to the holder of such Security if, on the day prior to the commencement of the Winding-Up of the Issuer, and thereafter, such holder were the holder of one of a class of preference shares in the capital of the Issuer (and if more than one class of preference shares is outstanding, the most junior ranking class of such preference shares) (Issuer Notional Preference Shares) having an equal right to return of assets in the Winding-Up of the Issuer and so ranking pari passu with the holders of that class or classes of preference shares (if any) which have a preferential right to return of assets in the Winding-Up over, and so rank ahead - 37 -

of, the holders of Junior Obligations of the Issuer, but junior to the claims of all other present and future creditors of the Issuer (other than Parity Obligations of the Issuer), on the assumption that the amount that such Holder of a Security was entitled to receive in respect of each Issuer Notional Preference Share on a return of assets in such Winding-Up were an amount equal to the principal amount (and any applicable premium outstanding) of the relevant Security together with accrued and unpaid Distributions (including any Arrears of Distribution or any Additional Distribution Amount). In the event of a shortfall of funds on a Winding-Up, there is a real risk that an investor in the Securities will lose all or some of its investment and will not receive a full return of the principal amount or any unpaid amounts due under the Securities. Holders may not receive Distribution payments if the Issuer elects to defer Distribution payments under the Conditions. The Issuer may, at its sole discretion and subject to certain conditions, elect to defer any scheduled Distribution on the Securities for any period of time. The Issuer is subject to certain restrictions in relation to the payment of dividends on its Junior Obligations and the redemption and repurchase of its Junior Obligations (as defined in Terms and Conditions of the Securities) until any Arrears of Distribution are satisfied. The Issuer is not subject to any limits as to the number of times Distributions can be deferred pursuant to the Conditions, subject to compliance with certain restrictions. Although, following a deferral, Arrears of Distributions are cumulative, subject to the Conditions, the Issuer may defer their payment for an indefinite period of time by delivering the relevant deferral notices to the Holders. Any such deferral of Distribution shall not constitute a default for any purpose unless, in the case of a deferral, such payment is required in accordance with Condition 4 (Distribution). Any deferral of Distribution will likely have an adverse effect on the market price of the Securities. In addition, as a result of the Distribution deferral provision of the Securities, the market price of the Securities may be more volatile than the market prices of other debt securities on which original issue discount or interest accrues that are not subject to such deferrals and may be more sensitive generally to adverse changes in our financial condition. The Securities may be redeemed at the Issuers option on certain dates on or after five years after the Original Issue Date or the occurrence of certain other events. The Conditions provide that the Securities are redeemable at the Issuers option, in whole but not in part, on the First Call Date or on any Distribution Payment Date falling after the First Call Date at their principal amount together with any Arrears of Distributions, Additional Distribution Amounts and Distribution accrued to the date fixed for redemption. In addition, the Issuer also has the right to redeem the Securities, in whole but not in part, at their Early Redemption Price, if such redemption occurs prior to 7 April 2017, or at their principal amount together with any Arrears of Distributions, Additional Distribution Amounts and Distribution accrued to the date fixed for redemption, if such redemption occurs on or after 7 April 2017, if (a) there is an amendment, clarification or change in the equity credit criteria, guidelines or methodology of Moodys or Fitch or any other rating agency of equivalent international standing requested from time to time by the Issuer to grant an equity classification to the Securities and in each case, any of their respective successors to the rating business thereof, which amendment, clarification or change results in a lower equity credit for the Securities than the equity credit assigned on the Original Issue Date or, if equity credit is not assigned on the Original Issue Date, at the date when equity credit is assigned for the first time, (b) there are any changes or amendments to the Relevant Accounting Standards such that the Securities must not or must no longer be recorded as equity of the Issuer pursuant to the Relevant Accounting Standards, or (c) a Tax Event (as defined in Terms and Conditions of the Securities) has occurred and is continuing. The Securities may also be redeemed in whole, but not in part, at the option of the Issuer at their principal amount together with any - 38 -

Arrears of Distributions, Additional Distribution Amounts and Distribution accrued to the date fixed for redemption (i) upon the occurrence of a change in, or amendment to, the laws or regulations of Singapore or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after 30 November 2011 such that the Issuer would be required to pay additional amounts in respect of the Securities and such obligation cannot be avoided by the Issuer taking reasonable measures available to it; and (ii) if the aggregate principal amount of the Securities outstanding is less than 10 per cent. of the aggregate principal amount originally issued as referred to in the Conditions. The Securities may be redeemed, in whole but not in part, at the Issuers option, at 101 per cent. of their principal amount plus Distribution accrued to such date (including any Arrears of Distribution and any Additional Distribution Amount) if such redemption occurs prior to 7 April 2017 and their principal amount, together with any Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount) if such redemption occurs after 7 April 2017 following the occurrence of a Change of Control. The date on which the Issuer elects to redeem the Securities may not accord with the preference of individual Holders. This may be disadvantageous to Holders in light of market conditions or the individual circumstances of the Holder of Securities. In addition, an investor may not be able to reinvest the redemption proceeds in comparable securities at an effective distribution rate at the same level as that of the Securities. There are limited remedies for non-payment under the Securities. Any scheduled Distribution will not be due if the Issuer elects to defer that Distribution pursuant to the Conditions. Notwithstanding any of the provisions relating to non-payment defaults, the right to institute Winding-Up (as defined in the Terms and Conditions of the Securities) proceedings is limited to circumstances where payment has become due and the Issuer fails to make the payment when due. The only remedy against the Issuer available to any Holder of Securities for recovery of amounts in respect of the Securities following the occurrence of a payment default after any sum becomes due in respect of the Securities will be instituting Winding-Up proceedings and/or proving and/or claiming in Winding-Up in respect of any of the Issuers payment obligations arising from the Securities. An active trading market for the Securities may not develop. Although approval in-principle has been obtained from the SGX-ST for the listing and quotation of the Securities on the SGX-ST, no assurance can be given that an active trading market for the Securities will develop or as to the liquidity or sustainability of any such market, the ability of Holders to sell their Securities or the price at which Holders will be able to sell their Securities. The Joint Bookrunners and Joint Lead Managers are not obliged to make a market in the Securities and any such market making, if commenced, may be discontinued at any time at the sole discretion of the Joint Bookrunners and Joint Lead Managers. Accordingly, no assurance can be given as to the liquidity of, or trading market for, the Securities. Even if an active trading market were to develop, the Securities could trade at prices that may be lower than the initial offering price. Future trading prices of the Securities will depend on many factors, including, but not limited to:

prevailing interest rates and interest rate volatility; the market for similar securities; the Issuers operating and financial results; the publication of earnings estimates or other research reports and speculation in the press or the investment community; - 39 -

changes in the Issuers industry and competition; and general market, financial and economic conditions.

The ratings assigned to the Securities may be lowered or withdrawn in the future. The Securities are expected to be assigned a rating of BBB- by Fitch Ratings Ltd. The ratings address the Issuers ability to perform their obligations under the Terms and Conditions of the Securities and credit risks in determining the likelihood that payments will be made when due under the Securities. A rating is not a recommendation to buy, sell or hold the Securities and may be subject to revision, suspension or withdrawal at any time. There is no assurance that a rating will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by the relevant rating agency if in its judgment circumstances in the future so warrant. The Issuer has no obligation to inform holders of the Securities of any such revision, downgrade or withdrawal. A suspension, reduction or withdrawal at any time of the rating assigned to the Securities may adversely affect the market price of the Securities. The Issuer may raise other capital which affects the price of the Securities. The Issuer may raise additional capital through the issue of other securities or other means. There is no restriction, contractual or otherwise, on the amount of securities or other liabilities which the Issuer may issue or incur and which rank senior to, or pari passu with, the Securities. The issue of any such securities or the incurrence of any such other liabilities may reduce the amount (if any) recoverable by holders on a Winding-Up or may increase the likelihood of a deferral of Distributions under the Securities. The issue of any such securities or the incurrence of any such other liabilities might also have an adverse impact on the trading price of the Securities and/or the ability of holders to sell their Securities. Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) the Securities are legal investments for it, (2) the Securities can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Securities. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Securities under any applicable risk-based capital or similar rules. The Securities are structurally subordinated to any and all existing and future liabilities and obligations of the Issuers subsidiaries, associated companies and joint ventures. Most of the Issuers assets are shareholdings (direct and indirect) in its subsidiaries, associated companies and joint ventures. Both the timing and the ability of certain subsidiaries, associated companies and joint ventures to pay dividends may be constrained by applicable laws. In the event that the Issuers subsidiaries, associated companies and joint ventures do not pay any dividends or do so irregularly, the Groups cash flow may be adversely affected. As a result of the holding company structure of the Group, the Securities are structurally subordinated to any and all existing and future liabilities and obligations of the Issuers subsidiaries, associated companies and joint ventures. Generally, claims of creditors, including trade creditors, and claims of preferred shareholders, if any, of such companies will have priority with respect to the assets and earnings of such companies over the claims of the Issuer and its creditors, including the holders of the Securities. The Securities will not be guaranteed.

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Holders are bound by decisions of defined majorities in respect of any modification, waivers and substitution. The terms and conditions of the Securities contain provisions for calling meetings of Holders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Holders, including Holders who did not attend and vote at the relevant meeting and Holders who voted in a manner contrary to the majority. Holders may be subject to Singapore taxation. The Securities are intended to be qualifying debt securities for the purposes of the Income Tax Act, Chapter 134 of Singapore (ITA), subject to the fulfilment of certain conditions more particularly described in the section Singapore Taxation. However, there is no assurance that such Securities will continue to enjoy the tax concessions should the relevant tax laws be amended or revoked at any time. The Inland Revenue Authority of Singapore (IRAS) may disallow tax deduction on distribution payments by the Issuer under the Securities The Singapore income tax treatment of the Securities as described in the Section Taxation Singapore Taxation is subject to the agreement of the IRAS. The IRAS may regard the Securities to be an equity instrument for Singapore income tax purposes, consistent with the accounting treatment of the Securities under SFRS. In the event that IRAS does not agree with this and the Securities are regarded as an equity instrument, Distributions (including Arrears of Distribution) from the Securities shall be regarded as dividend for Singapore income tax purposes. Under such circumstances, no tax deduction shall be allowed to the Issuer on the dividend distributions arising from the Securities issue. From a Holders perspective, the Distributions (or Arrears of Distribution where applicable) declared by the Issuer (a tax resident company) shall be regarded as a 1-Tier tax exempt dividend and shall be exempted from Singapore income tax in the hands of the investors. Notwithstanding the foregoing, the Additional Distribution Amounts shall still be regarded as interest for Singapore income tax purposes and taxable at the applicable tax rates. In addition, the tax concession/exemption for qualifying debt securities may not be available if the IRAS regards the Securities as an equity instrument for Singapore income tax purposes. For further details of the tax treatment of the Securities, see Taxation.

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TERMS AND CONDITIONS OF THE SECURITIES The following (other than the words in italics) is the text of the Terms and Conditions of the Securities which will appear on the reverse of each of the definitive certificates evidencing the Securities. The S$500,000,000 5.50 per cent. perpetual capital securities (the Securities, which expression includes any further securities issued pursuant to Condition 13 (Further issues) and forming a single series therewith) of Global Logistic Properties Limited (the Issuer) are constituted by a deed of covenant dated 7 December 2011 (as amended or supplemented from time to time, the Deed of Covenant) executed by the Issuer and are subject to a fiscal agency agreement dated 7 December 2011 (as amended or supplemented from time to time, the Fiscal Agency Agreement) between the Issuer, Citibank, N.A., London Branch as registrar (the Registrar, which expression includes any successor registrar appointed from time to time in connection with the Securities), Citicorp International Limited as fiscal agent (the Fiscal Agent, which expression includes any successor fiscal agent appointed from time to time in connection with the Securities), the transfer agent named therein (the Transfer Agent, which expression includes any successor or additional transfer agent appointed from time to time in connection with the Securities), Citibank, N.A., London Branch as calculation agent (the Calculation Agent, which expression includes any successor or additional calculation agent appointed from time to time in connection with the Securities) and the paying agents named therein (together with the Fiscal Agent, the Paying Agents, which expression includes any successor or additional paying agents appointed from time to time in connection with the Securities). References herein to the Agents are to the Registrar, the Fiscal Agent, the Transfer Agent, the Calculation Agent and the Paying Agents and any reference to an Agent is to any one of them. Certain provisions of these terms and conditions (the Conditions) are summaries of the Fiscal Agency Agreement and the Deed of Covenant and are subject to their detailed provisions. The Holders (as defined in Condition 3(a) (Register, Title and TransfersRegister)) are bound by, and are deemed to have notice of, all the provisions of the Fiscal Agency Agreement and the Deed of Covenant applicable to them. Copies of the Fiscal Agency Agreement and the Deed of Covenant are available for inspection by Holders during normal business hours at the Specified Offices (as defined in the Fiscal Agency Agreement) of each of the Agents, the initial Specified Offices of which are set out below. 1. Form and Denomination The Securities are in registered form in the denomination of S$250,000 (the Authorised Denomination). 2. Status and Ranking of Claims (a) Status of the Securities: The Securities constitute direct, unsecured and subordinated obligations of the Issuer which rank pari passu and without any preference among themselves and with any Parity Obligations (as defined in Condition 16 (Definitions)) of the Issuer. The rights and claims of the Holders in respect of the Securities are subordinated as provided in Condition 2(b) (Status and Ranking of ClaimsRanking of claims in respect of the Securities). Ranking of claims in respect of the Securities: Subject to the insolvency laws of Singapore and other applicable laws, in the event of the Winding-Up of the Issuer, there shall be payable by the Issuer in respect of each Security (in lieu of any other payment by the Issuer), such amount, if any, as would have been payable to the Holder of such Security if, on the day prior to the commencement of the Winding-Up of the Issuer, and thereafter, such Holder were the holder of one of a class of preference shares in the capital of the Issuer (and if more than one class of preference shares is outstanding, the most junior ranking class of such preference shares) (Issuer Notional Preference Shares) having an equal - 42 -

(b)

right to return of assets in the Winding-Up of the Issuer and so ranking pari passu with the holders of that class or classes of preference shares (if any) which have a preferential right to return of assets in the Winding-Up over, and so rank ahead of, the holders of Junior Obligations of the Issuer, but junior to the claims of all other present and future creditors of the Issuer (other than Parity Obligations of the Issuer), on the assumption that the amount that such Holder of a Security was entitled to receive in respect of each Issuer Notional Preference Share on a return of assets in such Winding-Up were an amount equal to the principal amount (and any applicable premium outstanding) of the relevant Security together with accrued and unpaid Distributions (including any Arrears of Distribution or any Additional Distribution Amount). (c) Set-off: Subject to applicable law, no Holder may exercise, claim or plead any right of set-off, deduction, withholding or retention in respect of any amount owed to it by the Issuer in respect of, or arising under or in connection with the Securities, and each Holder shall, by virtue of his holding of any Securities, be deemed to have waived all such rights of set-off, deduction, withholding or retention against the Issuer. Notwithstanding the preceding sentence, if any of the amounts owing to any Holder by the Issuer in respect of, or arising under or in connection with the Securities is discharged by set-off, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Issuer (or, in the event of its Winding-Up or administration, the liquidator or, as appropriate, administrator of the Issuer) and, until such time as payment is made, shall hold such amount in trust for the Issuer (or the liquidator or, as appropriate, administrator of the Issuer) and accordingly any such discharge shall be deemed not to have taken place.

3.

Register, Title and Transfers (a) Register: The Registrar will maintain a register (the Register) in respect of the Securities outside the United Kingdom in accordance with the provisions of the Fiscal Agency Agreement. In these Conditions, the Holder of a Security means the person in whose name such Security is for the time being registered in the Register (or, in the case of a joint holding, the first named thereof). A certificate (each, a Certificate) will be issued to each Holder in respect of its registered holding. Each Certificate will be numbered serially with an identifying number which will be recorded in the Register. Title: The Holder of each Security shall (except as otherwise required by law) be treated as the absolute owner of such Security for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing on the Certificate relating thereto (other than the endorsed form of transfer) or any notice of any previous loss or theft of such Certificate) and no person shall be liable for so treating such Holder. No person shall have any right to enforce any term or condition of the Securities under the Contracts (Rights of Third Parties) Act 1999. Transfers: Subject to paragraphs (f) (Closed periods) and (g) (Regulations concerning transfers and registration) below, a Security may be transferred upon surrender of the relevant Certificate, with the endorsed form of transfer duly completed, at the Specified Office of the Registrar or any Transfer Agent, together with such evidence as the Registrar or (as the case may be) such Transfer Agent may reasonably require to prove the title of the transferor and the authority of the individuals who have executed the form of transfer; provided, however, that a Security may not be transferred unless the principal amount of Securities transferred and (where not all of the Securities held by a Holder are being transferred) the principal amount of the balance of Securities not transferred are - 43 -

(b)

(c)

Authorised Denominations. Where not all the Securities represented by the surrendered Certificate are the subject of the transfer, a new Certificate in respect of the balance of the Securities will be issued to the transferor. No transfer of title to a Security will be valid unless and until entered on the Register. (d) Registration and delivery of Certificates: Within five business days of the surrender of a Certificate in accordance with paragraph (c) (Transfers) above, the Registrar will register the transfer in question and deliver a new Certificate of a like principal amount to the Securities transferred to each relevant Holder at its Specified Office or (as the case may be) the Specified Office of any Transfer Agent or (at the request and risk of any such relevant Holder) by uninsured first class mail (airmail if overseas) to the address specified for the purpose by such relevant Holder. In this paragraph, business day means a day, excluding Saturday, Sunday and public holiday, on which commercial banks are open for general business (including dealings in foreign currencies) in the city where the Registrar or (as the case may be) the relevant Transfer Agent has its Specified Office. No charge: The transfer of a Security will be effected without charge by or on behalf of the Issuer, the Registrar or any Transfer Agent but against such indemnity as the Registrar or (as the case may be) such Transfer Agent may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such transfer. Closed periods: Holders may not require transfers to be registered during the period of 7 days ending on the due date for any payment of principal or Distribution or Arrears of Distribution or Additional Distribution Amount (each, as defined in Condition 4(a) (Distribution) in respect of the Securities. Regulations concerning transfers and registration: All transfers of Securities and entries on the Register are subject to the detailed regulations concerning the transfer of Securities scheduled to the Fiscal Agency Agreement. The parties to the Fiscal Agency Agreement may agree, without the consent of the Holders to any modifications to any provisions thereof (including the regulations concerning the transfer of Securities). A copy of the current regulations will be mailed (free of charge) by the Registrar to any Holder who requests in writing a copy of such regulations.

(e)

(f)

(g)

4.

Distribution (a) Accrual of Distribution: Subject to Condition 4(e) (DistributionDistribution Deferral), the Securities confer a right to receive distribution (each a Distribution) from 7 December 2011 (the Issue Date) at the applicable Distribution Rate in accordance with this Condition 4. Subject to Condition 4(e) (DistributionDistribution Deferral), Distribution shall be payable on the Securities semi-annually in arrear on 7 April and 7 October of each year (each, a Distribution Payment Date), except that the first payment of Distribution shall be made on 7 April 2012 (also, a Distribution Payment Date) in respect of the period from, and including, the Issue Date to, but excluding the first Distribution Payment Date. Unless otherwise provided for in these Conditions, each Security will cease to confer the right to receive any Distribution from the due date for redemption unless, upon due presentation, payment of the full amount due is improperly withheld or refused. In such latter event, Distribution will continue to accrue at the applicable Distribution Rate (after as well as before any judgment) up to but excluding whichever is the earlier of (a) the date on which all sums due in respect of any Security are received by or on behalf of the relevant Holder and (b) the day - 44 -

which is seven days after the Fiscal Agent has notified the Holders that it has received all sums due in respect of the Securities up to such seventh day (except to the extent that there is a failure in the subsequent payment to the relevant Holders under these Conditions). If a Distribution is required to be paid in respect of a Security, it shall be calculated by applying the Distribution Rate to the Calculation Amount, multiplying the product by the relevant Day Count Fraction, rounding the resulting figure to the nearest cent (half a cent being rounded upwards) and multiplying such rounded figure by a fraction equal to the Authorised Denomination of such Security divided by the Calculation Amount. The relevant Day Count Fraction in respect of a Distribution Payment Date or such other date a Distribution is required to be paid in respect of a Security means: (i) for the first Distribution Payment Date, the quotient of the number of days in the period from (and including) 7 December 2011 to (but excluding) 7 April 2012, for Distribution Payment Dates thereafter falling in April of each year, the quotient of the number of days in the period from (and including) 7 October in the previous year to (but excluding) 7 April of the current year,

(ii)

(iii) for Distribution Payment Dates thereafter falling in October of each year, the quotient of the number of days in the period from (and including) 7 April in the current year to (but excluding) 7 October of the current year, (iv) for any date other than a Distribution Payment Date, the quotient of the number of days in the period from (and including) the immediately preceding Distribution Payment Date to (but excluding) the date of redemption,

and in each case, 365 and there shall be no adjustment to the number of days in the relevant period in the event that the first or last day of such period is not a Business Day. Distribution payable under this Condition 4 will be paid in accordance with Condition 6 (Payments). (b) Rate of Distribution: The rate of distribution (Distribution Rate) applicable to the Securities shall be: (i) (ii) (iii) in respect of the period from, and including, the Issue Date to, but excluding, the First Call Date, the Initial Distribution Rate; in respect of the period from, and including, the First Call Date to, but excluding, the Step-Up Date, the First Reset Distribution Rate; and in respect of the period from, and including, the Step-Up Date and each Reset Date falling thereafter, to, but excluding, the immediately following Reset Date, the Relevant Reset Distribution Rate.

(c)

Calculation of Distribution Rate: The Calculation Agent will, on the second Business Day prior to each Reset Date, calculate the applicable Reset Distribution Rate payable in respect of each Security. The Calculation Agent will cause the applicable Reset Distribution Rate determined by it to be notified to the Paying Agents and each listing authority, stock exchange and/or quotation system (if any) by which the Securities have then been admitted to listing, trading and/or - 45 -

quotation as soon as practicable after the relevant Reset Date. Notice thereof shall also promptly be given by the Calculation Agent to the Holders. All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 4 by the Calculation Agent will (in the absence of manifest error) be binding on the Issuer, the Guarantor, the Paying Agents and the Holders and (subject as aforesaid) no liability to any such person will attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions for such purposes. (d) Step-Up after Change of Control: In the event that a Change of Control has occurred, if the Issuer does not elect to redeem the Securities within 60 days of the occurrence of such Change of Control in accordance with Condition 5(h) (Redemption and PurchaseRedemption upon a Change of Control) the then prevailing Distribution Rate applicable to the Securities shall be increased by 5 per cent. per annum with effect from (and including) the next Distribution Payment Date (or, if the Change of Control occurs on or after the date which is two Business Days prior to the next Distribution Payment Date, the next following Distribution Payment Date). Distribution Deferral: (i) Optional Deferral: The Issuer may, at its sole discretion, elect to defer Distribution which is otherwise scheduled to be paid on a Distribution Payment Date to the next Distribution Payment Date by giving notice (an Optional Deferral Notice) to the Holders (in accordance with Condition 14 (Notices)) not more than 15 nor less than three Business Days prior to a scheduled Distribution Payment Date. No obligation to pay: Subject to Condition 4(e)(v) (Distribution Distribution DeferralSatisfaction of Arrears of Distribution by payment), the Issuer shall have no obligation to pay any Distribution (including any Arrears of Distribution and any Additional Distribution Amount) on any Distribution Payment Date and any failure to pay Distribution shall not constitute a default of the Issuer in respect of the Securities.

(e)

(ii)

(iii) Cumulative Deferral: Any Distribution deferred pursuant to this Condition 4(e) shall constitute Arrears of Distribution. The Issuer may, at its sole discretion, elect to further defer any Arrears of Distribution by complying with the foregoing notice requirement applicable to any deferral of an accrued Distribution. The Issuer is not subject to any limit as to the number of times Distributions and Arrears of Distribution can be deferred pursuant to this Condition 4(e) except that Condition 4(e)(iii) (DistributionDistribution DeferralCumulative Deferral) and Condition (iv)4(e)(iv) (DistributionDistribution DeferralRestrictions in the case of Deferral) shall be complied with until all outstanding Arrears of Distribution have been paid in full. Each amount of Arrears of Distribution shall bear interest as if it constituted the principal of the Securities at the prevailing Distribution Rate and the amount of such interest (the Additional Distribution Amount) with respect to Arrears of Distribution shall be due and payable pursuant to this Condition 4 and shall be calculated by applying the then prevailing Distribution Rate to the amount of the Arrears of Distribution and otherwise mutatis mutandis as provided in the foregoing provisions of this Condition 4. The Additional Distribution Amount accrued up to any Distribution Payment Date shall be added for the purpose of calculating the - 46 -

Additional Distribution Amount accruing thereafter, to the amount of Arrears of Distribution remaining unpaid on such Distribution Payment Date so that it will itself become Arrears of Distribution. (iv) Restrictions in the case of Deferral: If on any Distribution Payment Date, payment of all Distribution payments (including Arrears of Distribution and Additional Distribution Amount) scheduled to be made on such date is not made in full by reason of this Condition 4(e), the Issuer shall not and shall procure that none of its Subsidiaries shall: (a) declare or pay any dividends, distributions or make any other payment on, and will procure that no dividend, distribution or other payment is made on any of its Junior Obligations or (except on a pro-rata basis) its Parity Obligations; or redeem, reduce, cancel, buy-back or acquire for any consideration any of its Junior Obligations or (except on a pro-rata basis) its Parity Obligations,

(b)

in each case, other than (i) in connection with any employee benefit plan or similar arrangements with or for the benefit of employees, officers, directors or consultants or (ii) as a result of the exchange or conversion of Parity Obligations of the Issuer for Junior Obligations of the Issuer, unless and until the Issuer has satisfied in full all outstanding Arrears of Distribution and Additional Distribution Amount. (v) Satisfaction of Arrears of Distribution by payment: The Issuer: (a) may satisfy any Arrears of Distribution (in whole or in part) at any time together with any Additional Distribution Amount by giving notice of such election to the Holders (in accordance with Condition 14 (Notices)) and the Fiscal Agent not more than 20 nor less than 10 Business Days prior to the relevant payment date specified in such notice (which notice is irrevocable and shall oblige the Issuer to pay the relevant Arrears of Distribution and any Additional Distribution Amount on the payment date specified in such notice); and in any event shall satisfy any outstanding Arrears of Distribution and any Additional Distribution Amount (in whole but not in part) on the earlier of (1) the date of redemption of the Securities in accordance with Condition 5(b) (Redemption and PurchaseRedemption at the option of the Issuer), Condition 5(c) (Redemption and PurchaseRedemption for tax reasons), Condition 5(d) (Redemption and PurchaseRedemption upon a ratings event), Condition 5(e) (Redemption and Purchase Redemption for accounting reasons), Condition 5(f) (Redemption and PurchaseRedemption for tax deductibility), Condition 5(g) (Redemption and PurchaseRedemption in the case of Minimal Outstanding Amount) and Condition 5(h) (Redemption and PurchaseRedemption upon a Change of Control); the next Distribution Payment Date on the occurrence of a breach of Condition 4(e)(iv) (DistributionDistribution DeferralRestrictions in the case of Deferral); and - 47 -

(b)

(2)

(3)

the date such amount becomes due under Condition 8 (Nonpayment) or on a Winding-Up of the Issuer,

Any partial payment of outstanding Arrears of Distribution or any Additional Distribution Amount by the Issuer shall be shared by the Holders of all outstanding Securities on a pro-rata basis. (vi) No default: Notwithstanding any other provision in these Conditions, the deferral of any Distribution payment in accordance with this Condition 4(e) shall not constitute a default for any purpose (including, without limitation, pursuant to Condition 8 (Non-payment)) on the part of the Issuer.

5.

Redemption and Purchase (a) No fixed redemption date: The Securities are perpetual securities in respect of which there is no fixed redemption date and the Issuer shall (subject to the provisions of Condition 2 (Status and Ranking of Claims) and without prejudice to Condition 8 (Non-payment)), only have the right to redeem or purchase them in accordance with the following provisions of this Condition 5. Redemption at the option of the Issuer: The Securities may be redeemed at the option of the Issuer in whole, but not in part, on the First Call Date or any Distribution Payment Date thereafter (each, a Call Date) at their principal amount plus Distribution accrued to such date (including any Arrears of Distribution and any Additional Distribution Amount) on the Issuer giving not less than 30 nor more than 60 days notice to the Holders (which notice shall be irrevocable and shall oblige the Issuer to redeem the Securities on the relevant Call Date). Redemption for tax reasons: The Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days notice to the Holders (which notice shall be irrevocable) at their principal amount, together with Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount), if: (i) the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 (Taxation) as a result of any change in, or amendment to, the laws or regulations of Singapore or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after 30 November 2011; and such obligation cannot be avoided by the Issuer taking reasonable measures available to it,

(b)

(c)

(ii)

provided, however, that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts if a payment in respect of the Securities were then due. Prior to the publication of any notice of redemption pursuant to this Condition 5(c), the Issuer shall deliver to the Fiscal Agent: (A) a certificate, signed by two directors of the Issuer, stating that the circumstances referred to in (i) and (ii) above prevail and setting out the details of such circumstances; and - 48 -

(B)

an opinion of independent tax or legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment.

Upon the expiry of any such notice as is referred to in this Condition 5(c), the Issuer shall be bound to redeem the Securities in accordance with this Condition 5(c). (d) Redemption upon a ratings event: The Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days notice to the Holders (which notice shall be irrevocable) at (i) their applicable Early Redemption Price if such redemption occurs prior to 7 April 2017 or (ii) their principal amount, together with Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount) if such redemption occurs on or after 7 April 2017, if an amendment, clarification or change has occurred in the equity credit criteria, guidelines or methodology of Fitch, Moodys or any other rating agency of equivalent international standing requested from time to time by the Issuer to grant an equity classification to the Securities and in each case, any of their respective successors to the rating business thereof (each, a Rating Agency), which amendment, clarification or change results in a lower equity credit for the Securities than the equity credit assigned on the Issue Date or, if equity credit is not assigned on the Issue Date, at the date when equity credit is assigned for the first time. Prior to the publication of any notice of redemption pursuant to this Condition 5(d), the Issuer shall deliver or procure that there is delivered to the Fiscal Agent a certificate signed by two directors of the Issuer stating that the circumstances referred to above prevail and setting out the details of such circumstances. Upon the expiry of any such notice as is referred to in this Condition 5(d), the Issuer shall be bound to redeem the Securities in accordance with this Condition 5(d), provided that such date for redemption shall be no earlier than the last day before the date on which the Securities will no longer be eligible for the same or higher category of equity credit. (e) Redemption for accounting reasons: The Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days notice to the Holders (which notice shall be irrevocable) at (i) their applicable Early Redemption Price if such redemption occurs prior to 7 April 2017 or (ii) their principal amount, together with Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount) if such redemption occurs on or after 7 April 2017, if as a result of any changes or amendments to SFRS or any other accounting standards that may replace SFRS for the purposes of the consolidated financial statements of the Issuer (the Relevant Accounting Standard), the Securities must not or must no longer be recorded as equity of the Issuer pursuant to the Relevant Accounting Standard. Prior to the publication of any notice of redemption pursuant to this Condition 5(e), the Issuer shall deliver to the Fiscal Agent: (A) a certificate, signed by two directors of the Issuer, stating that the circumstances referred to above prevail and setting out the details of such circumstances; and - 49 -

(B)

an opinion of the Issuers independent auditors stating that the circumstances referred to above prevail and the date on which the relevant change or amendment to the Relevant Accounting Standard is due to take effect,

Upon the expiry of any such notice as is referred to in this Condition 5(e), the Issuer shall be bound to redeem the Securities in accordance with this Condition 5(e) provided that such date for redemption shall be no earlier than the last day before the date on which the Securities must not or must no longer be so recorded as equity of the Issuer pursuant to the Relevant Accounting Standard. (f) Redemption for tax deductibility: The Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time at (i) their applicable Early Redemption Price if such redemption occurs prior to 7 April 2017 or (ii) their principal amount, together with any Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount) each on the Issuer giving not less than 30 nor more than 60 days notice to the Holders (which notice shall be irrevocable and shall oblige the Issuer to redeem the Securities), if such redemption occurs on or after 7 April 2017, if, immediately before giving such notice, a Tax Event has occurred and is continuing. Prior to the publication of any notice of redemption pursuant to this Condition 5(f), the Issuer shall deliver or procure that there is delivered to the Fiscal Agent: (i) a certificate, signed by two directors of the Issuer, stating that the circumstances referred to above prevail and setting out the details of such circumstances; and an opinion of the Issuers independent auditors or of a recognised accountancy firm of international standing stating that the circumstances referred to above prevail and the date on which the relevant change or amendment to the tax regime is due to take effect.

(ii)

Upon the expiry of any such notice as is referred to in this Condition 5(f), the Issuer shall be bound to redeem the Securities in accordance with this Condition 5(f), provided that no notice of redemption may be given earlier than 90 days prior to the effective date on which payments on the Securities would not be fully tax deductible by the Issuer for Singapore profits tax. (g) Redemption in the case of Minimal Outstanding Amount: The Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time at their principal amount, together with any Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount) on the Issuer giving not less than 30 nor more than 60 days notice to the Holders (which notice shall be irrevocable and shall oblige the Issuer to redeem the Securities), if, immediately before giving such notice, the aggregate principal amount of the Securities outstanding is less than 10 per cent. of the aggregate principal amount originally issued. Upon expiry of any such notice as is referred to in this Condition 5(g), the Issuer shall be bound to redeem the Securities in accordance with this Condition 5(g). (h) Redemption upon a Change of Control: The Securities may be redeemed, in whole but not in part, at the Issuers option, upon giving not less than 30 nor more than 60 days notice (which notice shall be irrevocable) to the holders of the Securities following the occurrence of a Change of Control. - 50 -

Upon the expiry of the notice period pursuant to the Issuers election to deliver such notice with respect to the terms above, the Issuer will redeem the Securities at (i) 101 per cent. of their principal amount plus Distribution accrued to such date (including any Arrears of Distribution and any Additional Distribution Amount) if such redemption occurs prior to 7 April 2017 and (ii) their principal amount, together with any Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount) if such redemption occurs after 7 April 2017. The Issuer will undertake to certain holders of senior debt that, prior to exercising its redemption right set out in this Condition 5(h), the Issuer will make an offer to repurchase any senior debt at the lower of (i) its market value or (ii) par plus accrued interest, other than in relation to senior debt that have in their terms a put right in favour of holders thereof, or otherwise a requirement for the Issuer to repay, on the occurrence of a Change of Control. (i) No other redemption: The Issuer shall not be entitled to redeem the Securities and shall have no obligation to make any payment of principal in respect of the Securities otherwise than as provided in Condition 5(b) (Redemption and PurchaseRedemption at the option of the Issuer) to Condition 5(h) (Redemption and PurchaseRedemption upon a Change of Control) above. Purchase: The Issuer or any of their respective Subsidiaries may at any time purchase Securities in the open market or otherwise and at any price. Cancellation: All Securities so redeemed or purchased by the Issuer shall be cancelled and may not be reissued or resold.

(j) (k) 6.

Payments (a) Principal: Payments of principal shall be made in Singapore dollars by Singapore dollar cheque drawn on, or, upon application by a Holder of a Security to the Specified Office of the Fiscal Agent not later than the fifteenth day before the due date for any such payment, by transfer to a Singapore dollar account and (in the case of redemption) upon surrender (or, in the case of part payment only, endorsement) of the relevant Certificates at the Specified Office of any Paying Agent. Distribution: Payments of Distribution (including any Arrears of Distribution and any Additional Distribution Amount) shall be made in Singapore dollars by Singapore dollar cheque drawn on, or, upon application by a Holder of a Security to the Specified Office of the Fiscal Agent not later than the fifteenth day before the due date for any such payment, by transfer to a Singapore dollar account and (in the case of Distribution payable on redemption) upon surrender (or, in the case of part payment only, endorsement) of the relevant Certificates at the Specified Office of any Paying Agent. Payments subject to fiscal laws: All payments in respect of the Securities are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 7 (Taxation). No commissions or expenses shall be charged to the Holders in respect of such payments. Payments on business days: Where payment is to be made by transfer to a Singapore dollar account, payment instructions (for value the due date, or, if the due date is not a business day, for value the next succeeding business day) will be initiated and, where payment is to be made by Singapore dollar cheque, the cheque will be mailed (i) (in the case of payments of principal and Distribution payable on redemption) on the later of the due date for payment and the day on - 51 -

(b)

(c)

(d)

which the relevant Certificate is surrendered (or, in the case of part payment only, endorsed) at the Specified Office of a Paying Agent and (ii) (in the case of payments of Distribution payable other than on redemption) on the due date for payment. A Holder of a Security shall not be entitled to any Distribution or other payment in respect of any delay in payment resulting from (A) the due date for a payment not being a business day or (B) a cheque mailed in accordance with this Condition 6 (Payments) arriving after the due date for payment or being lost in the mail. In this paragraph, business day means any day, other than a Saturday and a Sunday, on which banks are open for general business (including dealings in foreign currencies) in Singapore and in the place of the specified office of the relevant Paying Agent and, in the case of surrender (or, in the case of part payment only, endorsement) of a Certificate, in the place in which the Certificate is surrendered (or, as the case may be, endorsed). (e) Partial payments: If a Paying Agent makes a partial payment in respect of any Security, the Issuer shall procure that the amount and date of such payment are noted on the Register and, in the case of partial payment upon presentation of a Certificate, that a statement indicating the amount and the date of such payment is endorsed on the relevant Certificate. Record date: Each payment in respect of a Security will be made to the person shown as the Holder in the Register at the opening of business in the place of the Registrars Specified Office on the 15th day before the due date for such payment (the Record Date). Where payment in respect of a Security is to be made by cheque, the cheque will be mailed to the address shown as the address of the Holder in the Register at the opening of business on the relevant Record Date.

(f)

7.

Taxation All payments of principal and Distribution (including any Arrears of Distribution and any Additional Distribution Amount) in respect of the Securities by or on behalf of the Issuer shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Singapore or any political subdivision thereof or any authority therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is as required by law. In that event the Issuer shall pay such additional amounts as will result in receipt by the Holders of such amounts after such withholding or deduction as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable in respect of any Security: (a) (b) presented for payment in any Tax Jurisdiction (as defined below); or presented for payment by or on behalf of a Holder who is liable for such taxes or duties in respect of such Security by reason of his having some connection with a Tax Jurisdiction other than the mere holding of such Security; or presented for payment by, or on behalf of, a Holder who would be able to avoid such withholding or deduction by making a declaration or any other statement including, but not limited to, a declaration of residence or non-residence, but fails to do so; or presented for payment by, or on behalf of, a Holder who would be able to avoid such withholding or deduction by presenting the relevant Security to another Paying Agent in a Member State of the European Union; or - 52 -

(c)

(d)

(e)

where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the Holder thereof would have been entitled to an additional amount on presenting the same for payment on such 30th day assuming that day to have been a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the relevant place of presentation and in Singapore.

(f)

In these Conditions: Tax Jurisdiction means the Republic of Singapore or any political subdivision or any authority thereof or therein having power to tax to which the Issuer becomes subject; and Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Fiscal Agent or the Registrar on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Holders in accordance with Condition 14 (Notices). Any reference in these Conditions to principal, Distribution, Arrears of Distribution or Additional Distribution Amount shall be deemed to include any additional amounts in respect of principal, Distribution, Arrears of Distribution or Additional Distribution Amount (as the case may be) which may be payable under this Condition 7. 8. Non-payment (a) Non-payment when due: Notwithstanding any of the provisions below in this Condition 8, the right to institute Winding-Up (as defined in Condition 16 (Definitions)) proceedings is limited to circumstances where payment has become due. In the case of any Distribution, such Distribution will not be due if the Issuer has elected to, or is required to, defer that Distribution in accordance with Condition 4(e) (DistributionDistribution Deferral). Proceedings for Winding-Up: If (i) an order is made or an effective resolution is passed for the Winding-Up of the Issuer or (ii) the Issuer shall not make payment in respect of the Securities, for a period of ten days or more after the date on which such payment is due, the Issuer shall be deemed to be in default under the Securities and Holders holding not less than 10 per cent. of the aggregate principal amount of the outstanding Securities may institute proceedings for the Winding-Up of the Issuer and/or prove in the Winding-Up of the Issuer and/or claim in the liquidation of the Issuer for such payment. Enforcement: Without prejudice to Condition 8(b) (Non-paymentProceedings for Winding-Up), Holders holding not less than 10 per cent. of the aggregate principal amount of the outstanding Securities may without further notice to the Issuer institute such proceedings against the Issuer as they may think fit to enforce any term or condition binding on the Issuer under the Securities (other than any payment obligation of the Issuer under or arising from the Securities, including, without limitation, payment of any principal or premium or satisfaction of any Distributions (including any Arrears of Distribution and any Additional Distribution Amount) in respect of the Securities including any damages awarded - 53 -

(b)

(c)

for breach of any obligations) and in no event shall the Issuer, by virtue of the institution of any such proceedings, be obliged to pay any sum or sums, in cash or otherwise, sooner than the same would otherwise have been payable by it. (d) Extent of Holders remedy: No remedy against the Issuer, other than as referred to in this Condition 8, shall be available to the Holders, whether for the recovery of amounts owing in respect of the Securities or in respect of any breach by the Issuer of any of its other obligations under or in respect of the Securities.

9.

Prescription Claims for principal and Distribution on redemption shall become void unless the relevant Certificates are surrendered for payment within ten years (in the case of principal) and five years (in the case of Distribution, Arrears of Distribution and Additional Distribution Amount) of the appropriate Relevant Date.

10.

Replacement of Certificates If any Certificate is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the Specified Office of the Registrar, subject to all applicable laws and stock exchange requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer may reasonably require. Mutilated or defaced Certificates must be surrendered before replacements will be issued.

11.

Agents In acting under the Fiscal Agency Agreement and in connection with the Securities, the Agents act solely as agents of the Issuer and do not assume any obligations towards or relationship of agency or trust for or with any of the Holders. The initial Agents and their initial Specified Offices are listed below. The Issuer reserve the right at any time to vary or terminate the appointment of any Agent and to appoint a successor registrar, fiscal agent, calculation agent and additional or successor paying agents and transfer agent; provided, however, that the Issuer shall at all times maintain (a) a fiscal agent and a registrar and (b) a paying agent in an European Union member state that will not be obliged to withhold or deduct tax pursuant to any law implementing European Council Directive 2003/48/EC. Notice of any change in any of the Agents or in their Specified Offices shall promptly be given to the Holders.

12.

Meetings of Holders; Modification and Waiver (a) Meetings of Holders: The Fiscal Agency Agreement contains provisions for convening meetings of Holders to consider matters relating to the Securities, including the modification of any provision of these Conditions or the Fiscal Agency Agreement. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Holders holding not less than one-tenth of the aggregate principal amount of the outstanding Securities. The quorum at any meeting convened to vote on an Extraordinary Resolution will be one or more persons holding or representing not less than one-half of the aggregate principal amount of the outstanding Securities or, at any adjourned meeting, two or more persons being or representing Holders of whatever the principal amount of the Securities held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of - 54 -

principal or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) in respect of the Securities, to reduce the amount of principal or Distribution (including any Arrears of Distribution and any Additional Distribution Amount) payable on any date in respect of the Securities, to alter the method of calculating the amount of any payment in respect of the Securities or the date for any such payment, to change the currency of payments under the Securities, to amend the subordination provisions of the Securities or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a Reserved Matter)) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Holders at which two or more persons holding or representing not less than two-thirds or, at any adjourned meeting, one-third of the aggregate principal amount of the outstanding Securities form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Holders, whether present or not. In addition, a resolution in writing signed by or on behalf of Holders of not less than 90 per cent. of the aggregate principal amount of Securities for the time being outstanding will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Holders. (b) Modification: The Fiscal Agent and the Issuer may agree, without the consent of the Holders, to: (i) any modification (except as mentioned above) of the Securities or the Fiscal Agency Agreement which is not prejudicial to the interests of the Holders; or any modification of the Securities or the Fiscal Agency Agreement which is of a formal, minor or technical nature or is made to correct a manifest or proven error or to comply with mandatory provisions of the law.

(ii)

Any such modification shall be binding on the Holders and any such modification shall be notified to the Holders in accordance with Condition 14 (Notices) as soon as practicable thereafter. 13. Further Issues The Issuer may from time to time, without the consent of the Holders create and issue further securities having the same terms and conditions as the Securities in all respects (or in all respects except for the first payment of Distribution) so as to form a single series with the Securities. 14. Notices Notices to the Holders will be sent to them by first-class mail (or its equivalent) or (if posted to an overseas address) by airmail at their respective addresses on the Register. Any such notice shall be deemed to have been given on the fourth day after the date of mailing. 15. Governing Law and Jurisdiction (a) Governing law: The Securities and any non-contractual obligations arising out of or in connection with the Securities are governed by, and construed in accordance with, English law, except that the subordination provisions applicable to the Issuer set out in Condition 2(b) (Status and Ranking of ClaimsRanking of claims in respect of the Securities) and Clause 3.2 of the Deed of Covenant shall be governed by, and construed in accordance with, Singapore law. - 55 -

(b)

Jurisdiction: The Issuer (i) agrees that the courts of England shall have exclusive jurisdiction to settle any dispute (a Dispute) arising out of or in connection with the Securities (including any non-contractual obligation arising out of or in connection with the Securities); (ii) irrevocably submits to the jurisdiction of the courts of England and waives any objection to proceedings relating to a Dispute in such courts whether on the ground of venue or on the ground that the Disputes have been brought in an inconvenient forum; (iii) agreed that those courts are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue that any other courts are more appropriate or convenient; and (iv) has designated a company in England to accept service of any process on its behalf. Appointment of Process Agent: The Issuer appoints Law Debenture Corporate Services Limited at its registered office at Fifth Floor, 100 Wood Street, London EC2V 7EX as its agent in England to receive service of process in any proceedings in England based on any of the Securities, the Fiscal Agency Agreement and the Deed of Covenant. If for any reason such process agent ceases to act as such or no longer has an address in England, the Issuer agrees to appoint a substitute agent for service of process and to give notice to the Holders of such appointment in accordance with Condition 14 (Notices).

(c)

16.

Definitions For the purposes of these Conditions: Business Day means any day, excluding a Saturday and a Sunday, on which banks are open for general business (including dealings in foreign currencies) in Singapore; Change of Control means: (a) any Person or Persons acting together acquires or acquire Control of the Issuer, if such Person or Persons does not or do not have, and would not be deemed to have, Control of the Issuer on the Issue Date; the Issuer consolidates with or merges into or sells or transfers all or substantially all of the Issuers assets to any other Person, unless the consolidation, merger, sale or transfer will not result in the other Person or Persons acquiring Control over the Issuer or the successor entity; or one or more Persons (other than any Person referred to in sub-paragraph (a) above) acquires the legal or beneficial ownership of all or substantially all of the Issuers issued share capital;

(b)

(c)

Control means (a) the ownership or control of more than 50 per cent. of the voting rights of the issued share capital of the Issuer or (b) the right to appoint and/or remove all or the majority of the members of the Issuers board of directors or other governing body, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise; Early Redemption Price means, in relation to a redemption pursuant to Condition 5(d) (Redemption and PurchaseRedemption upon a ratings event), Condition 5(e) (Redemption and PurchaseRedemption for accounting reasons) or Condition 5(f) (Redemption and PurchaseRedemption for tax deductibility), the greater of: (a) the principal amount of the Securities, together with any Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount); and - 56 -

(b)

the Make-Whole Amount, together with any Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount),

provided that on any Call Date, the redemption price shall be equal to the principal amount of the Securities together with any Distribution accrued to such date (including any Arrears of Distribution and any Additional Distribution Amount); First Call Date means the Distribution Payment Date falling in 7 April 2017; First Reset Distribution Rate means the Swap-Offer Rate with respect to the First Call Date plus the Initial Spread per annum; Fitch means Fitch Ratings Ltd. and its successors; Group means the Issuer and its subsidiaries; Initial Distribution Rate means 5.50 per cent. per annum; Initial Spread means 4.20 per cent.; Junior Obligation means any class of the Issuers share capital, other than any instrument or security (including without limitation any preference shares) ranking in priority in payment and in all other respects to the ordinary shares of the Issuer; Make-Whole Amount means the amount, as determined by the Calculation Agent, equal to the sum of (a) the present value of the principal amount of the Securities to be redeemed discounted from the next Reset Date, and (b) the present value of all Distributions payable (or but for any deferral would be payable) on a Distribution Payment Date after such redemption date (exclusive of Distributions accrued to the redemption date) to, and including, the next Reset Date, discounted to the redemption date on a semi-annual basis (assuming a 365 day year) at the Swap-Offer Rate plus 2.10 per cent. per annum; Moodys means Moodys Investors Service, Inc., a subsidiary of Moodys Corporation, and its successors; Parity Obligations means any instrument or security (including without limitation any preference shares) issued, entered into or guaranteed by the Issuer (i) which ranks or is expressed to rank, by its terms or by operation of law, pari passu with an Issuer Notional Preference Share and (ii) the terms of which provide that the making of payments thereon or distributions in respect thereof are fully at the discretion of the Issuer and/or, in the case of an instrument or security guaranteed by the Issuer, the issuer thereof; Person means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality; Relevant Reset Distribution Rate means the Swap-Offer Rate with respect to the relevant Reset Date plus the Initial Spread plus the Step-Up Margin per annum; Remaining Life means the period from the applicable redemption date to the next Call Date after such redemption date; Reset Date means the First Call Date, the Step-Up Date and each day falling every five calendar years after the Step-Up Date; Reset Distribution Rate means the First Reset Distribution Rate or, as the case may be, the Relevant Reset Distribution Rate; - 57 -

Reset Distribution Period means the period beginning on and including the First Call Date and ending on but excluding the following Reset Date and each successive period beginning on and including a Reset Date and ending on but excluding the next succeeding Reset Date; SFRS means Singapore Financial Reporting Standards issued by the Singapore Institute of Certified Public Accountants; Step-Up Date means the Distribution Payment Date falling in 7 April 2022; Step-Up Margin means 1 per cent.; Subsidiary means, in relation to any Person (the first Person) at any particular time, any other Person (the second Person): (a) whose affairs and policies the first Person controls or has the power to control, whether by ownership of share capital, contract, the power to appoint or remove members of the governing body of the second Person or otherwise; or whose financial statements are, in accordance with applicable law and generally accepted accounting principles, consolidated with those of the first Person;

(b)

Swap-Offer Rate means the rate in per cent. per annum notified by the Calculation Agent to the Issuer and the Holders (in accordance with Condition 14 (Notices)) equal to the relevant synthetic rate for deposits in Singapore dollars (i) in relation to calculating the Relevant Reset Distribution Rate, for a maturity of five years and (ii) in relation to calculating a Make-Whole Amount, for a maturity corresponding to the Remaining Life, in each case which appears on Bloomberg Screen ABSI3 Page (or in the case of a rate less than one year, Bloomberg Screen ABSI1 Page under the heading SGD SWAP OFFER) published between 11.30am to 12.00 noon (Singapore time) on the day that is two Business Days preceding the relevant Reset Date or, as the case may be, the relevant Reset Date. If such rate does not appear on the Bloomberg Screen ABSI3 or ABSI1 Page (as applicable), the rate for that Reset Date will be any substitute rate announced by the Association of Banks in Singapore. Tax Event means that as a result of: (a) any amendment to, or change in, the laws (or any rules or regulations thereunder) of Singapore or any political subdivision or any taxing authority thereof or therein which is enacted, promulgated, issued or becomes effective otherwise on or after the Issue Date; or any amendment to, or change in, an official and binding interpretation of any such laws, rules or regulations by any legislative body, court, governmental agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination) which is enacted, promulgated, issued or becomes effective otherwise on or after the Issue Date; or any generally applicable official interpretation or pronouncement that provides for a position with respect to such laws or regulations that differs from the previous generally accepted position which is issued or announced on or after the Issue Date,

(b)

(c)

payments by the Issuer would no longer, or within 90 calendar days of the date of the opinion referred to in Condition 5(f) (Redemption for tax deductibility) would not be fully deductible by the Issuer for Singapore income tax purposes; and Winding-Up means a final and effective order or resolution for the bankruptcy, winding up, liquidation, receivership or similar proceedings in respect of the Issuer. - 58 -

THE GLOBAL CERTIFICATE The Global Certificate contains provisions which apply to the Securities in respect of which the Global Certificate is issued, some of which modify the effect of the Conditions set out in this Offering Circular. Terms defined in the Conditions have the same meaning in the paragraphs below. The following is a summary of those provisions: The Securities will be represented by a Global Certificate which will be registered in the name of Citivic Nominees Limited as nominee for, and deposited with, a common depositary for Euroclear and Clearstream, Luxembourg. Under the Global Certificate, the Issuer, for value received, promises to pay distributions on such principal sum in arrear on the dates and at the rate specified in the Conditions, together with any additional amounts payable in accordance with the Conditions, all subject to and in accordance with the Conditions. The Global Certificate will become exchangeable in whole, but not in part, for individual certificates (Individual Certificates) (i) if Euroclear or Clearstream, Luxembourg is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business or (ii) upon a Winding-Up of the Issuer. Whenever the Global Certificate is to be exchanged for Individual Certificates, such Individual Certificates will be issued in an aggregate principal amount equal to the principal amount of the Global Certificate within five business days of the delivery, by or on behalf of the registered Holder of the Global Certificate, Euroclear and/or Clearstream, Luxembourg, to the Registrar of such information as is required to complete and deliver such Individual Certificates (including, without limitation, the names and addresses of the persons in whose names the Individual Certificates are to be registered and the principal amount of each such persons holding) against the surrender of the Global Certificate at the Specified Office of the Registrar. Such exchange will be effected in accordance with the provisions of the Agency Agreement and the regulations concerning the transfer and registration of Securities scheduled thereto and, in particular, shall be effected without charge to any Holder, but against such indemnity as the Registrar may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such exchange. In addition, the Global Certificate will contain provisions which modify the Conditions as they apply to the Securities evidenced by the Global Certificate. The following is a summary of certain of those provisions: Record date: Notwithstanding Condition 6(f) (Payments-Record date), so long as the Global Certificate is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system (an Alternative Clearing System), each payment in respect of the Global Certificate will be made to the person shown as the Holder in the Register at the close of business (of the relevant clearing system) on the Clearing System Business Day before the due date for such payments, where Clearing System Business Day means a weekday (Monday to Friday, inclusive) except 25 December and 1 January. Notices: Notwithstanding Condition 14 (Notices), so long as the Global Certificate is held on behalf of Euroclear, Clearstream, Luxembourg or an Alternative Clearing System, notices to Holders of Securities represented by the Global Certificate may be given by delivery of the relevant notice to Euroclear, Clearstream, Luxembourg or (as the case may be) such Alternative Clearing System. Determination of entitlement: The Global Certificate is evidence of entitlement only and is not a document of title. Entitlements are determined in accordance with the Register and only the Holder is entitled to payment in respect of the Global Certificate. Transfers: Transfers of interests in the Securities will be effected through the records of Euroclear and Clearstream, Luxembourg or an Alternative Clearing System and their respective participants in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg or an Alternative Clearing System and their respective direct and indirect participants. - 59 -

USE OF PROCEEDS The net proceeds from the offering of the New Securities, after deducting underwriting commissions, fees and expenses in connection with this offering, are estimated to be approximately S$249,181,284. The entire amount of the net proceeds will be used for general corporate funding purposes.

- 60 -

CAPITALISATION AND INDEBTEDNESS The table below sets out the capitalisation and indebtedness of the Group as at 30 September 2011. The information set out in this table has been extracted from and should be read in conjunction with the Groups unaudited interim financial statements appearing elsewhere in this Offering Circular:
As at 30 September 2011 US$ (in thousands)

Bank loans and bonds Short-term (maturity within 1 year) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term (maturity after 1 year) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shareholders funds Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total
Note: (1) (2)

755,612 3,560,753 4,316,365 5,942,113 1,232,272 7,174,385 10,735,138

capitalisation(1)(2)

.......................................................

Total capitalisation is defined as long-term borrowings and equity attributable to owners of the Company. On 7 December 2011, the Company issued S$500,000,000 5.50 per cent. perpetual capital securities.

Save for the issue of S$500,000,000 5.50 per cent. perpetual capital securities on 7 December 2011, there has been no material change in the capitalisation or indebtedness of the Group since 30 September 2011.

- 61 -

DESCRIPTION OF THE GROUP Overview The Issuer is the holding company of the Groups portfolio of logistics facilities in Japan and China, as well as the asset management companies that manage these facilities. The Issuer was listed on the Main Board of the SGX-ST on 18 October 2010, and had a market capitalisation of S$7,605.9 million as at 30 September 2011. The Group is the leading modern logistics facility provider in Japan and China by floor area. Japan and China are Asias two largest economies and China is one of Asias largest logistics markets. The Groups early mover advantage in these markets has allowed it to establish its presence in strategically located sites across key gateway cities in these countries. The Group owns, manages and leases out an extensive network of 380 completed properties within 133 integrated parks (including 132 logistics parks and one light assembly facilities park) with a completed GFA of approximately 7.7 million square metres as of 30 September 2011. In China, the Group also has interests in an additional 1.8 million square metres of properties under development or being repositioned and approximately 2.0 million square metres of GFA under land held for future development as of 30 September 2011. In addition, the Group also has approximately 8.9 million square metres of GFA under land reserve in China. The Groups network is spread across 28 major cities in Japan and China. See The Groups Portfolio below. Each of the Groups parks is strategically located within key logistics hubs and near major seaports, airports, transportation hubs or industrial zones in the greater metropolitan areas of Japan and China. The size and geographic reach of the Groups portfolio, as illustrated below, allows the Group to meet its customers business and expansion needs in multiple locations. Extensive network of modern logistics facilities in Asia
China Fast-growing logistics market supported by domestic consumption growth One of the worlds largest industrial outputs Limited supply of modern logistics facilities

Shenyang Beijing Tianjin Qingdao Nanjing Suzhou Changzhou Wuxi Shanghai Jiaxing Hangzhou Ningbo Guangzhou Xiamen Foshan Shenzhen Zhongshan Zhuhai Dalian

Sapporo

Sendai

Hiroshima

Tokyo Nagoya Osaka

Japan One of the worlds largest industrialised economies Well-established logistics industry Scarcity of modern logistics facilities

Chengdu Chongqing

Fukuoka

Our portfolio locations China Japan China/Japan headquarters

- 62 -

For the financial years ended 31 March 2010 and 31 March 2011 and for the six-month period ended 30 September 2011, the Group had revenue of US$413,467,000, US$473,865,000 and US$267,658,000, respectively. The Group recorded a net loss of US$149,680,000 for the financial year ended 31 March 2010, a net profit of US$722,431,000 for the financial year ended 31 March 2011 and a net profit of US$299,742,000 for the six-month period ended 30 September 2011. As at 31 March 2010, 31 March 2011 and 30 September 2011, the total assets of the Group amounted to US$7,397,381,000, US$11,699,736,000 and US$12,979,726,000, respectively. Recent Developments Acquisition of Logistics Facilities in Japan from LaSalle Investment Management1 On 19 December 2011 the Company announced it had formed a joint venture (the CIC JV) with China Investment Corporation (CIC) to acquire 15 modern logistics facilities in Japan (the Relevant Portfolio) from LaSalle Investment Management (LIM) for a purchase price of JPY122.6 billion (US$1.6 billion)(1), excluding transaction costs. The sale and purchase agreement relating to the Relevant Portfolio was entered into between the CIC JV and LIM on 19 December 2011. The Relevant Portfolio contains 770,989 square metres of GFA primarily located within the Greater Tokyo and Osaka areas. The current occupancy rate of the properties is 98.3 per cent, with a weighted average lease expiry of 5.6 years. The Relevant Portfolio comprises modern facilities with a weighted average building age of 6.9 years. Under the joint venture agreement, the Company and CIC will each hold 50 per cent. of the equity, with an initial equity investment each of JPY21.22 billion (US$272.9 million) each. The Company will act as the asset manager of the CIC JV. The acquisition of the Relevant Portfolio will be funded by a total equity contribution of JPY42.44 billion (US$0.5 billion) and JPY81 billion (US$1.0 billion) of debt. The CIC JV has entered into an agreement with a group of domestic Japanese banks for debt financing of JPY81 billion (US$1.0 billion). The acquisition of the Relevant Portfolio is expected to close in the first quarter of 2012. See Risk FactorsThere can be no assurance that the acquisition of logistics facilities in Japan from LaSalle Investment Management will be successful. Joint venture partnership with Zhejiang Transfar Logistics Base Co., Ltd On 30 December 2011 the Group completed its US$150 million equity investment in its joint venture transaction with Zhejiang Transfar Road-Port Development Co., Ltd. (Transfar Road-Port), through which the Group acquired a 60% stake in Zhejiang Transfar Logistics Base Co., Ltd. (Zhejiang Transfar). Zhejiang Transfar holds three road port projects in Hangzhou, Chengdu and Suzhou which are masterleased to the operator of Transfar Road-Port and the three road port projects have a total net leasable area of 951,354 square metres. Following completion of the Groups equity investment, each of Zhejiang Transfar, Chengdu Transfar Logistics Base Co., Ltd. and Suzhou Transfar Logistics Base Co., Ltd. are indirect subsidiaries of the Company and their financial position (including indebtedness) and results of operations will become consolidated into the financial statements of the Group. Under the strategic joint venture, the Group will also partner with Transfer Road-Port to develop logistics hubs adjacent to future road port projects. Japan Development Fund The Group and the Canada Pension Plan Investment Board (CPPIB), a global investment management organisation formed a US$500 million joint venture, namely the Japan Development Fund (JDF), to develop and hold institutional quality, modern logistics facilities in Japan. Under the joint venture, each partner will invest US$250 million of equity over a projected three year investment horizon. The JDF will focus on building multi-tenant and build-to-suit facilities mainly in the greater Tokyo and Osaka areas in Japan. The JDF will
1

JPY to US$ figures in the section Acquisition of Logistics Facilities in Japan from LaSalle Investment Management were translated at the rate of 1 US$ = 77.76 JPY.

- 63 -

be the Groups exclusive vehicle for future logistics developments in Japan and will allow the Group to earn asset management fees, development fees and potential incentive fees whilst sharing development margins and property cash flows with CPPIB. On 31 October 2011, the Group announced that it had commenced work on its first development project in Japan under the JDF, namely the GLP Misato III development in Misato City, Saitama prefecture (GLP Misato III). GLP Misato III will be a 93,831 square metres multi-tenant logistics facility with advanced features designed to ensure customers business continuity during natural disasters. The Group expects construction to commence in April 2012, with completion targeted by May 2013 with a total estimated cost of approximately US$155 million. Equity Acquisition of Yupei The Group entered into a binding agreement to acquire a 49 per cent. stake of Yupei, one of the leading logistics properties providers in China. As part of the integration plan, the Company has the option to acquire an additional 1 per cent. share of Yupei from its Chinese shareholders, and separately acquire a 70 per cent. share in three of four of the existing projects, effectively increasing its ownership to 85 per cent. in these three project companies. This acquisition enhances the Groups presence in the Yangtze River Delta region of China and allows it to provide better solutions to its customers. The acquisition of the 49% equity stake was completed on 11 October 2011. The Groups Strengths The Group is one of the largest providers of modern logistics facilities in Asia The Group is one of the largest providers of modern logistics facilities in Asia and the leading modern logistics facility provider in Japan and China by floor area. The Group believes that having one of the largest networks of strategically located modern logistics facilities in Asia and a leading presence in Asias two largest economies offers the Group a number of strategic benefits:

Network effectthe geographic reach of the Groups network and the number, size, location and quality of its facilities allows customers to expand within its logistics parks as well as across the Groups network locations as their businesses grow. Diversified earnings basethe scale of the Groups network helps it to achieve revenue diversity, with over 460 established customers spread over eight end-user industry sectors as of 30 September 2011, as well as geographic coverage within Japan and China. Economies of scalebeing one of the largest providers of modern logistics facilities in Asia offers the Group cost efficiencies in terms of negotiating construction contracts and facility management contracts and optimising personnel resources and information systems.

- 64 -

Leadership in Asias two largest economies

Market leader in the modern logistics facilities segment in Japan and China by floor area (mm sq.m.)
GLP stake: 49.0% GLP stake: 19.9%

Japan
2.8 2.6

China
4.9

1.2

1.0 0.7 0.7 0.6 0.5 0.3 0.2

0.6
1

0.6

0.4

0.4

0.3

GLP stake: 53.1%

0.3

0.3

0.1

Nomura RE

ORIX

Mitsubishi Co.

Mapletree

BLOGIS

Mapletree

Yupei

Goodman

ING RE

GLP

JLF

J-REP

GLP

PLD

Daiwa House

PLD

Source: Company websites; various news sources; CBRE estimates based on available information Note: ProLogis (PLD); LaSalle Investment Management (LIM); Japan Logistics Fund (JLF); Goodman Japan Limited (J-REP); ORIX JREIT (ORIX) 1 As of 30 September 2011 and includes completed GFA for modern logistics facilities only

Leadership in the well-established Japan logistics market The Group is the leading modern logistics facility provider by floor area in Japan. The wellestablished logistics market in Japan allows the Group to derive from its Japan portfolio (the Japan Portfolio) positive and stable cash flows and a recurrent source of capital for expansion. The Groups modern logistics facilities in Japan have experienced consistently high occupancy rates, averaging approximately 99 per cent. since the Groups inception in 2002. At the same time, the Japan logistics market also presents an attractive opportunity for growth for the Group, driven by the following factors:

Scarcity of modern logistics facilities: The majority of existing logistics facilities are small and old. By contrast, facilities of more than 10,000 square metres of GFA under 10 years of age account for less than 6.3 per cent. of current supply. Continued growth in the 3PL market: There has been a growing emphasis by corporates to focus on core operations and cost reductions, resulting in an overall estimated growth of 27.0 per cent. in the third party logistics (3PL) market from 2005 to 2011. Industries such as internet/mail order services which have grown strongly in recent years have further fuelled the demand for large, modern and efficient facilities.

Leadership in Chinaone of Asias fastest growing logistics markets The Group is the leading modern logistics facility provider by floor area in China. Since 31 December 2010, the Group has further solidified its market share by acquiring equity stakes in four of Chinas major providers of modern logistics facilities, namely Shenzhen Chiwan Petroleum Supply Base Co. (BLOGIS), Airport City Development Co., Ltd, Yupei and Vailog S.r.l. China offers an attractive market opportunity, driven by strong demand for and limited supply of modern logistics facilities:

Strong growth in GDP and disposable income translates into strong demand for logistics facilities: With a large and rapidly growing middle-income population, China is becoming one of the worlds largest consumer markets. The China portfolio (the - 65 -

Vailog

LIM

ACL

GLP stake: 90.0%

China Portfolio) is located in cities serving regions which account for more than half of Chinas gross domestic product (GDP) and the Group expects that growth in Chinas domestic consumption will translate into strong demand for the Groups modern logistics facilities to support an increase in the volume of consumer goods that need to be transported and distributed in a cost and time-efficient manner. As of 30 September 2011, approximately 76 per cent. of the Groups logistics facilities in China by leased area catered to domestic demand. Most of the end-industry sectors that the Groups customers serve are closely related to domestic consumption.
Completed logistics properties by customer type (by leased area in China)
Pharmaceuticals/ medical instruments 2% Auto & parts 10% Machinery 1% Others 8%

Imported/ export related 24%

Retail/ fast food chain 24%

Electronics/ hightech 15% Fast-moving consumer goods 19%

Note: Data as at 30 September 2011

Domestic demand related 76%

General logistics services 21%

Note: Data as at 30 September 2011

Limited supply of logistics facilities, in particular modern logistics facilities in China: The Group believes that the current supply of logistics facilities in China is insufficient, in terms of both quantity and quality, to address the strong demand. The current supply of logistics facilities in terms of GFA per capita in the United States is approximately 14 times that of China. The Group believes over 75 per cent. of existing logistics facilities in China are unable to serve current logistics requirements.

Strong balance sheet with defensive growth The Groups Japan Portfolio currently comprises completed and stabilised properties, which provide the Group with strong recurrent cashflows. The Japan Portfolio has recorded an occupancy rate of approximately 99 per cent. since the Groups inception in 2002. As of 30 September 2011, the remaining WALE of the Groups completed facilities in Japan was 5.5 years. Rental contribution from the Groups Japan Portfolio was 81.4 per cent. of total revenue for the financial year ended 31 March 2011 and 74.9 per cent. of total revenue for the six-month period ended 30 September 2011. Rental contribution from the Groups China Portfolio has also become more significant, contributing 18.6 per cent. of total revenue for the financial year ended 31 March 2011 and 25.1 per cent. of total revenue for the six-month period ended 30 September 2011. Meanwhile, the nature of the modern logistics facility business also allows the Group to achieve growth in a defensive manner. Compared to commercial property segments, the inherent characteristics of the modern logistics facility sector, coupled with the Groups efficient development practices, result in shorter gestation and cash conversion cycles. In the Groups experience, the cost and time required to develop and stabilise a typical logistics facility is substantially less than the cost and time required to develop and stabilise typical retail and office properties. As such, the Group is able to realise its cash returns earlier compared to commercial property segments, and these recurring cash flows can be re-invested to accelerate growth in the business. This lowers the risk exposure of the Groups business to exogenous factors such as economic cycles. A shorter cash conversion cycle also provides the Group with the advantage of being adequately funded and has the flexibility to adjust its operations according to demand conditions.

- 66 -

High quality and well diversified network For the six-month period ended 30 September 2011, the Groups top 10 customers in Japan accounted for approximately 63% of the Groups leased area, while the Groups top 10 customers in China accounted for approximately 24% of the Groups leased area. Of the Groups top 10 customers in Japan or China, those which have a credit rating have been assigned investment grade credit ratings. The Groups network is well diversified by tenant mix as well as by geographical presence. The Group leases its facilities to a broad range of large and mid-sized, multi-national and domestic customers, including third-party logistics providers, retailers, manufacturers, importers/exporters and others. These customers serve end-users in a large variety of industries, including electronics, fast-moving consumer goods, retail/fast food chains, general logistics services, auto and parts, pharmaceuticals/medical instruments and machinery. In terms of geographical presence, the Groups facilities in Japan are spread across seven cities in Japan. The Group has properties located across 21 cities nationwide in China, with completed facilities in 17 cities. The provinces of the cities in which the Group operates account for more than two-thirds of Chinas total GDP. Approximately 47 per cent. of the China Portfolio (excluding land reserves) is located in the greater Shanghai region (including Shanghai, Suzhou and Jiaxing). High quality properties with strong lease profile The Groups modern logistics facilities are characterised by large floor plates, high ceilings, wide column spacing, spacious and modern loading docks as well as enhanced safety systems and other value-added features. The Group has a strong lease expiry profile for its completed portfolio by leased area. Approximately 42.1 per cent. of the Groups leases expire in the financial year ending 31 March 2016 and later. With respect to the Groups Japan Portfolio, the average lease ratios for completed and stabilised logistics properties for the financial years ended 31 March 2010 and 31 March 2011 and for the six-month period ended 30 September 2011 were 98.6 per cent., 98.5 per cent. and 98.7 per cent., respectively. Rental rates were stable throughout these periods, with the weighted average contracted rate ranging between JPY1,085 and JPY1,076 per square metre per day during this period. The WALE for such properties as at 30 September 2011 was 5.5 years. With respect to the Groups China Portfolio, the average lease ratios for completed and stabilised logistics properties for the financial years ended 31 March 2010 and 31 March 2011 and for the six-month period ended 30 September 2011 were 86 per cent., 92 per cent. and 91 per cent., respectively. Rental rates were stable throughout these periods, with the weighted average contracted rental rate including management fee ranging between RMB0.97 and RMB1.02 per square metre per day during this period. The WALE for such completed and stabilised logistics properties as at 30 September 2011 was 2.6 years. Well-established brand and reputation As a leading provider of modern logistics facilities in Japan and China, the Group has a strong reputation with logistics facilities customers in these markets which helps promote brand recognition. The Groups brand helps it attract both international and domestic customers. The extensive experience of the Issuers management team and their in-depth understanding of the Groups customers allows the Group to also respond swiftly to customers needs. - 67 -

The Group sets itself high standards, both in terms of the quality of its logistics facilities as well as the service it provides to its customers. As a result, the Global Logistic Properties brand is associated with quality, responsiveness and excellence. This is reflected by the Groups high historical customer retention ratios, which, in turn, reflects customer demand for the facilities and services that the Group provides. Well-established track record The Group has a well-established track record, a commitment to excellence and in-depth local market knowledge. The Group adopts a research driven, disciplined, institutionalised investment process for each development. An investment committee evaluates projects according to a pre-agreed and consistent set of investment criteria. As part of the Groups master planned approach to development, the Group conducts extensive feasibility studies and fosters close working relationships with local governments to develop master plans for logistics parks in China. The Group is closely involved in the project development process of each development to ensure adherence to development schedules and that facilities are built up in line with its specifications. Post development, the Group provides ongoing asset and property management, customer services and maintenance checks. During the financial years ended 31 March 2004 and 31 March 2005, the Group established its presence in Tokyo and Nagoya, set up its first China logistics park in Suzhou and entered the Shanghai and Guangzhou markets. By the end of the financial year ended 31 March 2008, the Group had established its network in six major markets in Japan (including Osaka, Sendai and Fukuoka) and 18 major logistics hubs in China, expanding its Chinese network by entering Beijing and Tianjin markets in northern China. In the financial years ended 31 March 2010 and 31 March 2011, the Group consistently maintained approximately 99 per cent. occupancy of its Japan Portfolio. By 30 September 2011, the Group had a presence in provinces accounting for more than two-thirds of Chinas total GDP and its portfolio of stabilised logistics properties in China had an average lease ratio of 91 per cent. The Groups completed portfolio has grown from 0.19 million square metres and six properties as at the end of the financial year ended 31 March 2004 to 7.7 million square metres and 380 properties as at the end of the six-month period ended 30 September 2011.
GFA (mm sq.m.)1
Japan China
7.66 6.83 6.02

FY2

004

11 20

CAG

% : 67
3.79 1.41

5.36 4.86 4.03 2.60 3.22

2.36 1.34 0.19 FY2004 0.55 0.47 FY2005 0.08 0.30 1.04 FY2006 0.77

2.38 1.59

2.76

2.80

2.80

2.80

FY2007

FY2008

FY2009

FY2010

FY2011

1H FY2012

Note: (1) Completed properties only on a 100% basis

The Issuers management team has been recognised and validated by independent third party agencies both in Asia as well as globally. The Issuers current management team was awarded the Logistic/Industrial Project of the Year and the Industrial Development of the Year awards in 2006 and 2007, respectively, for Park Lingang at the Asia Pacific Real Estate - 68 -

Awards. In 2007, the Issuers China subsidiary, then led by the Issuers current management team, was recognised by the Euromoneys Liquid Real Estate Awards as Best Developer in China. In 2008, the Issuers current management team led the winner of the Euromoney Real Estate Awards Best Industrial/Warehouse Developer in Asia. In 2009, the Group was recognised by Euromoneys Real Estate Awards as Best Industrial Developer in Asia and Best Industrial Developer in China. The Group recently attained global recognition by Euromoneys 2010 Real Estate Awards, receiving the Best Industrial/Warehouse Developer award in the global category, Best Industrial/Warehouse Developer in Asia in the regional category and Best Developer in China in the country category. The China Association of Warehouses and Storage recognised the Group as the top modern warehouse in China in 2010, and named 10 of the Groups logistics parks in China Five-Star Warehouse Properties in 2009. The China Communication and Transport Association listed 10 of the Groups logistics parks in the Top 50 Logistics Parks in China in 2009 (with Park Suzhou being ranked No.1 and Park Lingang being ranked No.8). The Group was named the Best Industrial/Warehouse Developer in China in the 2011 Euromoney Real Estate Awards on 21 September 2011, a title which the Group has won since 2005. Strong corporate governance and experienced management team The Group has high standards of corporate governance in place. The Issuer has a majority independent board and operates in accordance with global industry best practices. In addition to audit, nomination and compensation committees, the Issuer has an investment committee that evaluates projects according to a pre-agreed and consistent set of investment criteria. The Issuers management team comprises industry specialists with public company experience and knowledge of global industry best practices:

Jeffrey H. Schwartz, the Deputy Chairman of the Issuers Board, Chairman of the Executive Committee and Executive Director, joined ProLogis, a NYSE-listed Fortune 500 company, in 1994, and held various executive roles, rising to Chief Executive Officer in 2005 as well as Chairman of the Board in 2007. While at ProLogis, Mr. Schwartz spearheaded ProLogis entry into the European markets in 1997, and also established ProLogis Asia platform in 2002, initially in Japan and eventually progressing to China and Korea. Ming Z. Mei, the Chief Executive Officer and Executive Director of the Issuer, was formerly the Chief Executive Officer of ProLogis for China and Asian Emerging Markets. He opened ProLogis first China office in 2003 and built up the Groups China operations to their current scale. Mr Mei has approximately 15 years of experience in real estate, land acquisition, construction and asset acquisitions. Masato Miki, President of the Groups Japan operations, was formerly President and Co-CEO of ProLogis Japan. Since joining ProLogis Japan in 2002, Mr Miki was instrumental in turning ProLogis Japan into a prominent player in the Japan logistics facilities market. Mr Miki has over 23 years of experience in real estate development and financing.

All of the Issuers senior management and substantially all of its professional staff were previously employed by ProLogis. Many of them also have significant international logistics and industrial property development and management experience.

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Strategy Strengthen the Groups market leadership position and capitalise on the significant market opportunities in Asia The Group intends to continue to focus on its core markets of Japan and China. The Groups strategy in Asia is as follows:

Continue to build on the Groups network effect. The Group has an extensive base of multi-national and domestic customers, many of whom are lessees in more than one of its logistics facilities. With a growing presence in 28 cities across Japan and China, the Groups customers can benefit from the Groups ability to offer them logistics solutions in multiple cities to which they plan to expand. This network effect allows the Group to expand together with its clients to achieve greater customer loyalty and higher occupancy rates for the Groups properties. The Group expects a significant part of this growth to be driven by the expansion of the Groups customer base as well as by demand for logistics space in China from its existing customers in Japan (Chinas largest trading partner in Asia), giving the Group a network advantage compared to other operators that lack its diverse and high-quality customer base. Focus on stability, asset enhancements and selective acquisition and development opportunities in Japan. The Group intends to continue to focus its activities in Japan on maintaining high lease ratios for its well-designed facilities and proactively managing debt to secure stable cash flows. Further, the Group intends to continue to focus its activities in Japan on capitalising on the insufficient supply of modern logistics facilities, the continued growth of the third party logistics provider industry, and the expansion of specific sectors such as internet and mail order services. When the Group deems the market conditions appropriate, it will consider selective acquisitions and developing new facilities in Japan in locations that it believes would enhance the Groups current network and complement its customers business and expansion plans. Further develop the Groups portfolio to leverage on the rapid growth in domestic consumption in China. The Group intends to expand its business by developing new facilities in China in accordance with its research driven, disciplined investment process as well as its master planned approach to development. The Group plans to acquire additional land bank in strategic locations and cities, targeting logistics hubs in both developed and high growth areas in order to capture the growth in Chinas domestic consumption. Regional growth. Explore the possibility of accelerating the Groups growth elsewhere in Asia through selective developments and acquisitions in high growth markets, such as India and Vietnam, leveraging on its strong management expertise and diverse existing network of customer relationships.

Increase economies of scale The Group intends to focus on increasing economies of scale and cost efficiency via the following key initiatives:

continue to focus on the Groups master-planned approach to logistics parks in China, with larger-scale, multi-building parks to lower incremental costs of development and operation; streamline sales and marketing expenses by leveraging on the Groups large and growing base of customers in Japan and China and continue to promote cross-border marketing initiatives between the markets in which it operates; - 70 -

continue to increase the Groups negotiation leverage with respect to key supplier contracts; explore direct procurement of raw materials to minimise costs introduced by thirdparty intermediaries; and optimise centralised and headquarters expenses.

Strategically recycle capital to create and enhance shareholder value The Group plans to strategically recycle capital to create and enhance shareholder value. In addition, the Group intends to utilise the strong recurring income streams from its completed facilities, particularly in Japan, to drive near-term expansion and growth in China and enter new markets. While Japan currently contributes the majority of the Groups revenue, the Group expects that China will, over time, become the Groups main revenue contributor. The Group has established the JDF with CPPIB. The US$500 million joint venture, aims to develop and hold institutional quality, modern logistics facilities. Each partner will invest US$250 million of equity over a projected three year investment horizon. This joint venture capitalises the Groups development capabilities to build its fee-based income. In the medium to long term, subject to market conditions and at the appropriate time, the Group aims to establish public or private investment vehicles through which it can selectively monetise part of its portfolio. No final decision has been made as to whether or when the Group will proceed with such opportunities, if at all. The Groups Portfolio All the properties that the Group develops are modern logistics facilities, characterised by large floor plates, high ceilings, wide column spacing, spacious and modern loading docks as well as enhanced safety systems and other value-added features. They are designed to allow flexibility to add multiple tenants or provide a platform for expansion of a single tenant, with energy-efficient technology and features to reduce its customers costs. In China, most of the Groups logistics parks contain several facilities, while most of the Groups parks in Japan consist of a single facility. Most of the Groups logistics facilities in China and some of its logistics facilities in Japan are multi-tenanted facilities. The Group also provides a build-to-suit service that includes site selection, construction and management of dedicated facilities customised to a single customers specifications. The Group oversees the construction and management of its facilities and hires sub-contractors for the various aspects of construction and management where appropriate. Portfolio Summary As of 30 September 2011, the Groups portfolio consisted of the following:

Japan Portfolio: 69 completed logistics facilities across seven major cities with a GFA of approximately 2.8 million square metres. China Portfolio: 311 completed logistics and light assembly facilities with a GFA of approximately 4.9 million square metres, 1.8 million square metres of GFA under development or being repositioned and over approximately 2.0 million square metres of GFA under land held for future development within 64 integrated parks (including 63 logistics parks and one light assembly facilities park) across 21 major cities. In addition, the Group also has approximately 8.9 million square metres of GFA under land reserve.

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Portfolio breakdown for Japan by city (sq.m. of GFA)

Others 1 17%

Portfolio breakdown for China by region (sq.m. of GFA)

Mid-West 3%

South 16%

Tokyo 55% Osaka 28%

North 20%

East 61%

Total GFA: 2.8mm sq.m.

Note: Data as at 30 September 2011 Note 1 Others include Sapporo, Sendai, Nagoya, Hiroshima and Fukuoka
2 Excluding

Total GFA2: 4.9mm sq.m.

Note Data as at 30 September 2011 Note: land held for future development and land reserves

The Groups portfolio by status (million sq.m.)

Land reserve 8.9mm sq.m. 43.6%

Completed 7.7mm sq.m. 37.7%

Land held for future development 2.0mm sq.m. 9.8%

Properties under development or being repositioned 1.8mm sq.m. 8.8%

The following table summarises the Japan Portfolio and the China Portfolio (excluding land reserves) as of 30 September 2011: Portfolio overview as of 30 September 2011
Total Effective Valuation Interest (Local Valuation Effective (US$ Interest GFA Currency Total Valuation Proportion of million)(2) (US$ million)(3) million)(1), (2) Total GFA (%) (sq.m.)(1)

Number of Properties Japan Completed and stabilised properties . . . . . . . . China Completed and stabilised properties . . . . . . . . Completed and pre-stabilised properties . . . . . . . . Properties under development or pending repositioning(4) . . . . Land held for future development(5) . . . . China total(6) . . . . . . . . Total . . . . . . . . . . . . . . Notes: (1) (2)

GFA (sq.m.)

69

2,796,918

2,796,918

516,073

6,735

6,735

24.4%

287

4,488,197

3,359,988

17,661

2,761

2,066

39.1%

24

367,510

283,116

3,025

473

309

3.2%

104 33 448 517

1,801,472 2,027,013 8,684,193 11,481,111

1,381,413 1,415,727 6,440,244 9,237,162

3,083 5,428 29,197

482 849 4,565 11,300

378 510 3,263 9,998

15.7% 17.6% 75.6% 100.0%

Effective Interest GFA: Adjusted for the Groups effective interest in non-wholly owned entities. Total Valuation Local Currency millions: For China, currency used is RMB and for Japan, currency used is JPY. For more information on the basis of the valuation, see Valuations, Property Values and Gross Floor Area. In particular,

- 72 -

the valuations of land reserve in the China Portfolio are indicative only. The Group does not treat a parcel of land in its land reserve as part of its assets as reflected in the Groups financial statements unless and until the relevant PRC subsidiary and/or a jointly-controlled entity acquires the relevant parcel. (3) Total Valuation US$ millions: For more information on the basis of the valuation, see Valuations, Property Values and Gross Floor Area. Properties under development or pending repositioning consists of five sub-categories of properties: (i) properties that the Group has commenced development, (ii) a logistics facility that is being converted from a bonded logistics facility to a non-bonded logistics facility, (iii) a logistics facility that is being converted from a non-bonded logistics facility to a bonded logistics facility, (iv) a light manufacturing facility comprising several buildings for which the Group is currently evaluating the feasibility of conversion of such buildings into a business park or research and development centre and (v) a light industrial and logistics facility which will be upgraded into a standard logistics facility. Land held for future development refers to land which the Group has signed the land grant contract and/or the Group has obtained the land certificate. Excludes land reserves. Land reserves refer to parcels of land in respect of which the relevant PRC subsidiaries and/ or their jointly-controlled entities have signed a master agreement, letter of intent or memorandum of understanding (as the case may be). The acquisition of the relevant parcels of land is subject to (i) a public bidding process, the signing of land grant agreements with the governmental authorities and obtaining of land and/or property title certificates, where the land is to be granted directly from the government authorities; or (ii) the signing of sale and purchase agreement and obtaining of land and/or property title certificates, where the vendor is not a governmental authority.

(4)

(5)

(6)

In addition to the properties and land held for future development described in the table above, the Group also has approximately 8.9 million square metres of GFA under land reserve as of 30 September 2011. The Groups revenue by geographical segment of its operations for the years ended 31 March 2010 and 31 March 2011 and for the six-month period ended 30 September 2010 and 30 September 2011 are set out below:
Year ended 31 March 2010 2011 Six-month period ended 30 September 2010 2011

(US$ million)

Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

352 61 413

386 88 474

188 39 228

200 67 268

The Group has a strong lease expiry profile for its completed portfolio by leased area. 12.3 per cent. of the Groups leases expire in the financial year ending 31 March 2012, 20.8 per cent. expire in the financial year ending 31 March 2013, 12.3 per cent. expire in the financial year ending 31 March 2014, 12.5 per cent., expire in the financial year ending 31 March 2015 and the remaining 42.1 per cent. expire in the financial year ending 31 March 2016 and later. The Japan Portfolio The Japan Portfolio positions the Group well to maintain its leadership in a market that increasingly demands modern facilities built to satisfy customers requirements, which the Group believes are currently still in short supply. While modern leased facilities with GFA of more than 10,000 square metres account for approximately 2 per cent. of all logistics facilities in Japan, the Japan Portfolio includes only one facility that has a GFA of less than 10,000 square metres. The end-users serviced by the Groups customers operate in diverse industries, and its network of facilities in Japan covers the greater metropolitan areas of all major Japanese cities, including the three major regions of Kanto (which includes Tokyo), Kansai (which includes Osaka) and Chubu (which includes Nagoya). As of 30 September 2011, the remaining WALE of the Groups completed facilities in Japan was 5.5 years. - 73 -

The Japan Portfolio has grown in terms of GFA by a compound annual growth rate (CAGR) of 34.6 per cent. from financial year ended 31 March 2005 to financial year ended 31 March 2011, mainly due to the Groups customers increasingly outsourcing their logistics requirements and their need for modern logistics facilities. Most of the facilities in the Japan Portfolio offer at least some of the following features, which the Group believes helps to differentiate the Groups product offering and have allowed the Group to maintain its leading market position:

multi-story facilities with convenient loading docks and double-spiral ramps, permitting direct truck access to each floor; large floor plates, wide column spacing and high ceilings ideal for customers looking for supply chain consolidation; environmentally friendly and energy-saving features such as large landscaping and use of energy-efficient materials; and additional features such as seismic isolators, 24-hour security/surveillance and on-site restaurants/cafeterias, which are increasingly valued by design- and safety-conscious customers.

The Group reviews its product designs frequently, and undertakes continuous improvements to improve efficiency for its customers.
Selected properties our team has developed in Japan
GLP Tokyo GLP Osaka GLP Yokohama

Selected features of properties in the Japan portfolio

Direct ramp access Seismic isolators 24-hour security Restaurant

The following table summarises certain operational statistics for the Groups completed and stabilised logistics properties in Japan as of or for the financial years ended 31 March 2010 and 2011 and the six-month period ended 30 September 2011.
As of or for the year/six-month period ended 31 March 2010 Operating portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total GFA (sq. m.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lease ratio(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Average lease ratio(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average lease terms (years): Original . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Remaining . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average contracted rental rate (JPY/sq. m./month) . . . . . . . . . . . . Note: (1) Stabilised properties only. 2,796,918 99% 99% 10.3 6.8 1,085 2011 2,796,918 99% 99% 10.2 5.9 1,077 30 September 2011 2,796,918 99% 99% 10.1 5.5 1,076

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The following table summarises the completed properties in the Japan Portfolio by city as of 30 September 2011.
As of 30 September 2011 Number of properties Percentage of total portfolio (%) 54.8 28.3 5.8 5.0 3.6 1.9 0.6 100.0 Property Valuation (JPY million) 323,924 127,250 20,509 17,610 17,520 7,640 1,620 516,073 Lease ratio (%) 97.9 100.0 100.0 100.0 100.0 100.0 100.0 98.9

GFA (sq. m.)

Japanese city(1) Tokyo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Osaka . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sendai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fukuoka . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nagoya . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hiroshima . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sapporo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total operating portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes: (1)

32 18 7 5 3 3 1 69

1,532,349 790,590 162,913 140,249 101,984 52,798 16,035 2,796,918

Tokyo includes cities located in Kanto region; Osaka includes cities located in Kansai region; Sendai includes cities located in Tohoku region; Fukuoka includes cities located in Kyushu region; Nagoya includes cities located in Chubu region; Hiroshima includes cities located in Chugoku region; Sapporo includes cities located in Hokkaido region.

The following table summarises the completed properties in Japan by GFA as of 30 September 2011.
As of 30 September 2011 Percentage of Total Operating Portfolio (%) 26.8 26.5 23.4 23.0 0.3 100.0

Number of Properties

GFA (sq. m.)

Property Valuation(1) (JPY million) 144,270 139,799 125,060 105,484 1,460 516,073

Lease Ratio (%) 99.9 97.5 98.3 100.0 100.0 98.9

GFA > 100,000 sq. m. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . > 50,000 sq. m. < 100,000 sq. m. . . . . . . . . . . . . . . . . . . . . . . > 30,000 sq. m. < 50,000 sq. m. . . . . . . . . . . . . . . . . . . . . . . . > 10,000 sq. m. < 30,000 sq. m. . . . . . . . . . . . . . . . . . . . . . . . < 10,000 sq. m. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Operating Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note: (1)

6 11 17 34 1 69

748,943 741,893 654,482 642,195 9,405 2,796,918

For more information on the basis of the valuation, see Valuations, Property Values and Gross Floor Area.

The following table summarises the Japan Portfolio of completed properties as of 30 September 2011 by building age.
As of 30 September 2011 Percentage of Total Operating Portfolio (%) 25.4 38.7 8.1 20.5 7.3 100.0

Number of Properties

GFA (sq. m.)

Property Valuation(1) (JPY million) 117,770 227,274 34,866 101,414 34,749 516,073

Lease Ratio (%) 99.9 98.1 100.0 98.0 100.0 98.9

Building age < 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . >5 < 10 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . >10 < 20 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . >20 < 30 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . >30 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14 19 9 18 9 69

709,738 1,082,653 226,405 572,856 205,266 2,796,918

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Note: (1) For more information on the basis of the valuation, see Valuations, Property Values and Gross Floor Area.

Title The Group holds all 69 of its properties in Japan under freehold or trust beneficiary arrangements. Leases Leases for the properties in the Japan Portfolio typically run for a fixed term of five years for multi-tenant facilities and for 10 years or more for build-to-suit arrangements. The weighted average lease term of leases for the properties in the Japan Portfolio as of 30 September 2011 is 10.1 years, based on net leasable area. Approximately 4.9 per cent. of the leases have a term of up to three years, 5.0 per cent. have a term of three to five years and 90.1 per cent. a term of five years or longer. Some of the Groups leases contain provisions for rental adjustments every three years based on the corresponding change in the consumer price index. As of 30 September 2011, the remaining WALE of the properties in the Japan Portfolio was 5.5 years. All of the lease payments for the properties in the Japan Portfolio are denominated in Japanese Yen. The China Portfolio The China Portfolio was set up in 2003 and the Group has since built up a significant land bank of strategically located sites within key logistics hubs and near major seaports, airports, transportation hubs or industrial zones. The China Portfolio was initially focused on first-tier cities of Shanghai, Beijing, Guangzhou and Shenzhen, as well as the industrial city of Suzhou, which represented the major hubs of economic activity in China. The Group has since gradually expanded into key gateway cities such as Qingdao, Tianjin, Hangzhou, Nanjing, Shenyang and Chengdu, where demand for modern logistics facilities is supported by rapid growth in local GDP and consumption. The Groups footprint in China currently encompasses logistics hubs that serve regions accounting for more than two-thirds of Chinas total GDP. In China, the Group tries to acquire the best locations available to build logistics facilities. On occasion, it also purchases existing facilities, generally with a view to refurbishing, expanding and modernising or replacing them, or forming joint ventures with local governments, economic zones or port authorities to secure rights to large, strategically located sites. At times, the Group has also acquired and leased out facilities without additional renovation. All of the Groups modern logistics facilities in China are situated within 48 dedicated logistics parks, which it has developed and is currently managing, with generally three to 10 facilities per park. To build these parks, the Group works closely with the relevant local governments to zone the locations that it has selected for logistics use, purchase the land and construct its facilities to modern specifications. The Groups largest logistics park comprises 40 buildings in Suzhou, totalling more than 544,189 square metres. As of 30 September 2011, the WALE of the Groups completed and stabilised logistics properties in China was approximately 2.6 years. At present, major modern logistics facility providers account for approximately 1 per cent. of the total supply of logistics facilities in China. Most of the Groups properties in China offer the following key features that the Group believes characterises modern logistics facilities:

storage safety: Security and surveillance features, proper ventilation and basic firefighting features such as sprinkler systems; optimal space utilisation: Large floor plates, high ceilings and wide column spacing; - 76 -

high operating efficiency: Spacious loading and parking areas equipped with modern loading docks; and flexibility to provide customised features such as office space, air-conditioning and refrigeration/freezing.
GLP Park Suzhou GLP Park Songjiang

Selected properties our team has developed in China

GLP Park Northwest

Selected features of properties in the China portfolio

Wide column spacing Large floor plates High ceilings Modern loading facilities

The following table summarises key operational statistics for the Groups completed and stabilised logistics properties in China as of or for the financial years ended 31 March 2010 and 31 March 2011 and for the six-month period ended 30 September 2011:
As of or for the Year/Six-month Period Ended 31 March 2010 Completed and stabilised logistics properties Total GFA (sq. m.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lease ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Average lease ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average lease terms (years): Original . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Remaining . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average contracted rental rate including management fee (RMB/sq. m./Day) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note: Based on GLPs effective interest 2,130,773 86% 83% 4.4 2.8 0.97 2011 2,521,910 92% 91% 4.6 2.6 0.99 30 September 2011 3,597,726 91% 90% 4.4 2.6 1.02

Other Properties 88 completed facilities in the China Portfolio are light assembly facilities as of 30 September 2011. These facilities contributed 672,714 square metres or 14 per cent., of GFA to the China Portfolio of completed properties and US$12.1 million effective revenue in the financial year ended 31 March 2011. In addition, the Group also owns three completed container yards in China. These yards were purchased as empty lots, and it currently leases them as staging and storage areas for containers to individual corporate customers or to operators that specialise in container handling. In the near term, this usage allows the Group to generate revenue from the property with minimal capital and operating expenditure. In the longer term, the Group plans to shift the staging and storage activities to other sites and to re-develop the properties for logistics use. - 77 -

Depending on the future margins that the Group expects to realise under the leases for the assembly facilities or container yards and on the circumstances prevailing at the time, the Group may renew the current leases on these properties or refurbish the relevant facility or develop container yards for use as a logistics facility. The following table summarises the completed and stabilised logistics and other properties in the China Portfolio by city as of 30 September 2011.
As of 30 September 2011 Number of properties GFA (sq. m.) Completed and stabilised portfolio Guangzhou . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shenzhen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Suzhou . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tianjin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dalian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Qingdao . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foshan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nanjing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wuxi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chengdu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shenyang . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chongqing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Zhongshan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hangzhou . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 4 122 13 8 5 8 2 2 6 1 6 1 6 287 383,804 168,477 1,215,147 186,595 178,529 56,480 160,893 45,878 39,365 86,131 18,090 75,278 12,006 98,953 4,488,197 Property valuation (RMB million) 1,376 831 4,008 650 578 260 515 121 119 237 58 235 34 352 17,661 Shares of GFA (%) 9% 4% 27% 4% 4% 1% 4% 1% 1% 2% 0% 2% 0% 2% 100% 93% 85% 92% 100% 53% 95% 100% 100% 100% 100% 100% 100% 100% 100% 91% Lease ratio

The following table summarises the completed and pre-stabilised logistics and other properties in the China Portfolio by city as of 30 September 2011.
As of 30 September 2011 Number of properties GFA (sq.m.) Completed and pre-stabilised portfolio Shanghai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hangzhou . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chengdu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Suzhou . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Zhongshan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Beijing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Guangzhou . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tianjin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1 2 1 1 12 1 2 24 76,929 12,083 32,641 17,230 10,564 174,175 19,943 23,945 367,510 Property valuation (RMB million) 434 36 123 37 27 2,208 65 95 3,025 Shares of GFA (%) 21% 3% 9% 5% 3% 47% 5% 7% 100% 19% 25% 41% 0% 0% 54% 0% 18% 35% Lease ratio

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The following tables delineate the Groups properties under development or being repositioned, as of 30 September 2011. Properties Under Development
Effective Interest (%) 60% 100% 100% 100% 100% 100% 100% 100% 53% 53% 100% 60% 100% 50% 50% 100% 100% 100% 50% 51% 50% 50% 50% 50% 50% 50% 90% 100% 80% 100% 100% 100% 100% 70% 100% 100% Actual/ Estimated Estimated Completion Start Date Date

Logistics Park Name

Property Name

City Shenyang Shenyang Qingdao Qingdao Ningbo Ningbo Ningbo Hangzhou Beijing Beijing Changzhou Dalian Foshan Shanghai Shanghai Shanghai Shanghai Shanghai Shenzhen Shenzhen Suzhou Suzhou Suzhou Suzhou Suzhou Suzhou Suzhou Suzhou Tianjin Tianjin Tianjin Tianjin Tianjin Zhuhai Jiaxing Jiaxing

Asset Type Logistic Facility Logistic Facility Logistic Facility Container Yard Logistic Facility Logistic Facility Container Yard Logistic Facility Logistic Facility Logistic Facility Logistic Facility Logistic Facility Logistic Facility Logistic Facility Container Yard Logistic Facility Logistic Facility Logistic Facility Logistic Facility Logistic Facility Logistic Facility Logistic Facility Logistic Facility Industrial Industrial Logistic Facility Logistic Facility Logistic Facility Logistic Facility Logistic Facility Logistic Facility Container Yard Logistic Facility Logistic Facility Logistic Facility Logistic Facility

GFA

GLP PARK SEDA . . . . . . SEDA II B2-B3 GLP PARK Shenyang Punan . . . . . . . . . . . . . . Hunnan #1-#2 GLP PARK Jiaonan . . . . . Qingdao Jiaonan A1-A3 GLP PARK Jiaonan . . . . . Qingdao Jiaonan (CY) GLP PARK Beilun . . . . . . Beilun B3-B4 GLP PARK Beilun . . . . . . Beilun A1-A2 GLP PARK Beilun . . . . . . Beilun CY GLP PARK Hangzhou Linjiang B1 Warehousing . . . . . . . . . UPS GLP PARK ACL . . . . . . . Beijing ACL A1-A2 GLP PARK ACL . . . . . . . Beijing ACL B1-B3 GLP PARK Changzhou Changzhou High-tech . . . . . . . . . . . B1-B4 GLP PARK Dalian Port . . Dalian Port W6,W7,W9 GLP PARK Shunde . . . . . Shunde B3,B5 GLP PARK Lingang . . . . . Lingang Lot F1-F4 GLP PARK Lingang . . . . . Lingang Lot F CY GLP PARK Hongqiao Hongqiao West West . . . . . . . . . . . . . . . B1-B2 GLP PARK Hongqiao Hongqiao West West . . . . . . . . . . . . . . . B3-B4 GLP PARK Pudong Heqing . . . . . . . . . . . . . Heqing B1 GLP PARK Yantian . . . . . Yantian A3 GLP PARK Longgang . . . Longgang II B1-B4 GLP PARK Wangting . . . Wangting A1 GLP PARK Wangting . . . Wangting A2-A3 GLP PARK Wangting . . . Wangting A4 office GLP PARK Genway . . . . . Genway Gangtian 23-24 GLP PARK Genway . . . . . Genway Gangtian 25-26 GLP PARK Genway . . . . . Genway Primus II GLP PARK Vailog Vailog Kunshan . . . . . . . . . . . . Kunshan B1 GLP PARK Kushan Qiandeng Puxing . . . . . . . . . . . . . . B1-B4 GLP PARK TEDA . . . . . . TEDA B9-B11 GLP PARK Xiqing . . . . . . Xiqing Phase II A1-A2 GLP PARK Tianjin THIP B3-B6, Pugang . . . . . . . . . . . . . office GLP PARK Tianjin Pugang . . . . . . . . . . . . . THIP CY GLP PARK Wuqing . . . . . Wuqing A1-A4 GLP PARK Zhuhai . . . . . . Zhuhai FTZ A1 GLP PARK Jiashan . . . . . Jiashan B1 GLP PARK Jiashan . . . . . Jiashan B2-B3 Total . . . . . . . . . . . . . . . . .

(sq.m.) 37,265 Q2 FY2011 Q3 FY2012 47,277 Q1 FY2012 Q1 FY2013 35,218 Q1 FY2012 Q2 FY2013 14,629 33,589 71,165 8,300 Q1 FY2012 Q3 FY2011 Q1 FY2012 Q1 FY2012 Q2 FY2013 Q3 FY2012 Q1 FY2014 Q1 FY2014

26,878 Q1 FY2012 Q4 FY2012 42,745 Q2 FY2012 Q3 FY2013 82,827 Q2 FY2012 Q1 FY2014 32,586 Q2 FY2012 Q2 FY2013 67,677 Q2 FY2011 Q3 FY2012 38,329 Q4 FY2011 Q4 FY2012 171,630 Q2 FY2012 Q2 FY2014 31,450 Q2 FY2012 Q2 FY2014 45,964 Q1 FY2011 Q3 FY2012 25,004 Q1 FY2011 Q3 FY2012 74,073 Q4 FY2011 Q2 FY2013 64,114 Q4 FY2011 Q3 FY2013 91,883 Q4 FY2011 Q3 FY2013 24,940 Q1 FY2012 Q4 FY2012 33,278 Q1 FY2012 Q1 FY2013 3,580 Q1 FY2012 Q4 FY2012 30,240 Q3 FY2011 Q3 FY2012 72,724 Q3 FY2011 Q1 FY2013 6,871 Q2 FY2012 Q4 FY2012 24,384 Q2 FY2011 Q3 FY2012 44,122 Q4 FY2011 Q1 FY2013 26,748 Q3 FY2011 Q3 FY2012 32,355 Q2 FY2011 Q3 FY2012 61,000 Q2 FY2012 Q2 FY2013 31,581 89,948 13,990 21,879 47,721 1,607,964 Q2 FY2012 Q2 FY2012 Q1 FY2012 Q2 FY2011 Q2 FY2012 Q2 FY2013 Q3 FY2012 Q3 FY2013 Q4 FY2012 Q3 FY2013

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Properties Being Repositioned

Logistics Park Name GLP Park Laogang GLP Park Suzhou . GLP Park Qingdao Airport West . . . Total . . . . . . . . . . . . Note: (1) Fiscal quarters. Effective Interest (%) Laogang E1-E9 Suzhou Bonded I Qingdao Airport WestB5-B12 Shanghai Suzhou Qingdao 100 50 100 Logistic Facility Logistic Facility Logistic Facility Actual/ Estimated Start Date (1) Q1 FY2012 Q2 2011 Q2 2010 Estimated Completion Date (1) Q3 FY 2013 Q3 2013 Q3 2013

Property Name

City

Asset Type

GFA (sq.m.) 35,927 85,632 71,949 193,508

Title Except as otherwise disclosed in Risk FactorsRisks Relating to the Groups Operations in ChinaThe Group may not have obtained all the land use rights certificates and building ownership certificates for certain of its facilities, and one of its properties is subject to a land tender process and The PRC government may require the Group to forfeit its land use rights or penalise the Group if it were to fail to comply with the terms of land grant contracts, the Group holds substantially all of its properties in China under long-term land use rights granted by the Chinese government that convey the right to derive profit from and dispose of the property and the land use rights. Leases Due to the growth that it anticipates in the logistics facilities market in China, the Group generally prefers leases with shorter tenures in China than it would in Japan. Leases typically have one- to 10-year terms, with a weighted average original term for all of its completed facilities of 4.6 years as at 30 September 2011. As at 30 September 2011, approximately 35 per cent. of the Groups leases in China have a term of one to three years, approximately 24 per cent. have a term of three to five years and approximately 34 per cent. a term of more than five years, while approximately 7 per cent. are short-term (i.e., less than one year) or seasonal leases. Leases under build-to-suit arrangements generally have longer terms, and include a rental premium for the specific customisation requested by the customer. As of 30 September 2011, the remaining weighted average lease term of the Groups properties in China was approximately 2.6 years. All of the lease payments for the properties in the China Portfolio are denominated in Renminbi. Customers The Group leases its facilities to a broad range of large and mid-sized, multi-national and domestic customers who need logistics and distribution facilities, including third-party logistics providers, retailers, manufacturers, importers/exporters and others. These customers serve end-users in a large variety of industries, including electronics, fast-moving consumer goods, retail/fast food chains, general logistics services, auto and parts, pharmaceuticals/medical instruments and machinery. The Group seeks to be a partner and a one-stop shop for its customers, so that they will need only one point of contact to design and build a multi-market distribution network throughout China or Japan. The Group generates most of its revenue from multi-national customers. However, the number of the Groups domestic customers in China has increased rapidly, as consumption in China has increased. - 80 -

Japan The Groups customers in Japan comprise large Japanese companies that operate across a wide variety of industries, as well as other multi-national companies. Approximately 74.1 per cent. (by leased area) of its customers in Japan are 3PLs, while another 12.3 per cent, are retailers and 9.9 per cent. are manufacturers. These customers serve end-users in a large variety of industries, including home electronics, internet and mail order, cosmetics, pharmaceuticals, toiletries and others. The following table summarises key data for the Groups top 10 customers in Japan (ranked by percentage of leased area in Japan as at 30 September 2010 and 30 September 2011).
As of 30 September 2010 Number of Leases 15 12 10 3 4 1 3 6 5 1 Percent of Total Leased Area 16.4% 13.4% 8.1% 5.7% 4.3% 4.1% 3.9% 3.5% 2.7% 2.2% 2011 Number of Leases 14 12 9 3 4 1 3 5 5 4 Percent of Total Leased Area 15.0% 13.4% 7.5% 5.6% 4.3% 4.1% 3.9% 3.5% 2.7% 2.7% -

Name Panasonic Logistics . . . . . . . . . . . . . . . . . . . . . . . Hitachi Transport System(1) . . . . . . . . . . . . . . . . . Nippon Express . . . . . . . . . . . . . . . . . . . . . . . . . . Askul . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sanyo Electric Logistics . . . . . . . . . . . . . . . . . . . Renown . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Senko . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yamato Logistics . . . . . . . . . . . . . . . . . . . . . . . . Shinkai Transport Systems . . . . . . . . . . . . . . . . . DHL Supply Chain . . . . . . . . . . . . . . . . . . . . . . . Coca-Cola West Logistics . . . . . . . . . . . . . . . . . . Note: (1) Includes affiliates

Industry 3PL 3PL 3PL Retailer 3PL Manufacturer 3PL 3PL 3PL 3PL 3PL

Top 10 customers in Japan by leased area

Shinkai Transport Systems 3% DHL 3% Yamato Logistics 4% Senko 4% Panasonic Logistics 15%

Renown 4%
Sanyo Electric Logistics 4% Askul 6% Nippon Express 8%
Note: Data as at 30 September 2011

Hitachi Transport System 13%

China As of 30 September 2011, approximately 76 per cent. by (leased area) of the Groups logistics facilities in China catered to domestic demand, and the Group expects that domestic consumption will be the primary driver of growth for the Groups operations in China. In recent years the Group has focused increasingly on the domestic customer market (in particular domestic 3PLs) in order to track the growing domestic consumption market, which is, and the Group believes will continue to be, an increasing driver of economic growth in China. Approximately 52.0 per cent. (by leased area) of the Groups customers in China are 3PLs, while another 21.0 per cent. are manufacturers and 24.0 per cent. are retailers. These customers serve end-users in a large variety of industries, including electronics, fast-moving consumer goods, retail and autos and auto parts. - 81 -

The following table summarises key data for the Groups top 10 customers in China (ranked by the percentage of leased area in China 30 September 2010 and 30 September 2011).
As of 30 September 2010 Number of Leases 6 3 7 7 6 6 1 Percent of Total Leased Area 6.0% 1.6% 2.6% 1.2% 2.4% 2.7% 2.4% 2011 Number of Leases 5 8 6 9 13 8 10 6 6 1 Percent of Total Leased Area 3.5% 3.2% 3.0% 2.4% 2.3% 2.1% 2.1% 1.9% 1.8% 1.7%

Name Nice Talent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VANCL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Toll Warehouse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amazon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deppon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial global . . . . . . . . . . . . . . . . . . . . . . . . . . . . DHL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PGL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taobao (Alibaba) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DeWell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Industry 3PL Retailer 3PL Retailer 3PL Retailer 3PL 3PL Retailer 3PL

Top 10 customers in China by leased area

DeWell 2% Nice Talent 4% Taobao (Alibaba) 2% PGL 2% DHL 2% Commercial Global 2% Deppon 2%
Note: Data as at 30 September 2011

VANCL 3%

Toll Warehouse 3% Amazon 2%

Insurance The Group believes that it has insured its properties and facilities in accordance with industry practice in Japan and China, respectively. The Group believes that its insurance coverage in Japan and China is commercially reasonable and appropriate for a logistics facility company operating in those markets. Notwithstanding the Groups insurance coverage, damage to its facilities, equipment, machinery or buildings could have a material adverse effect on the Groups financial condition and results of operations, to the extent that this disrupts the normal operation of its properties or its businesses. See Risk FactorsRisks Relating to the Groups Business and OperationsThe Groups insurance coverage does not include all potential losses. Japan The Groups insurance policies in Japan cover damage to facilities and business interruption caused by fire, windstorm, electrical breakdown, earthquake, public liability (including personal injury), corporate asset insurance and movables insurance. The Group also maintains other insurance policies for its employees in accordance with applicable laws and regulations, including life insurance, personal liability, health, accidental death and long-term disability. There are certain types of risks that are not covered by these insurance policies, including acts of war, environmental damage and breaches of environmental laws and regulations.

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China The Groups insurance policies in China cover loss of rental, fire, flood, malicious damage, other material damage to property and development sites, business interruption and public liability (including third parties property damage and/or personal injury). The Group also maintains other insurance policies for its employees in accordance with applicable laws and regulations, including workmens compensation and personal accident insurance, as well as group hospitalisation insurance. There are certain types of risks that are not covered by these insurance policies, including acts of war, environmental damage and breaches of environmental laws and regulations. Competition While the Group is one of the largest providers of modern logistics facilities in each of Japan and China by floor area, it faces competition from other large domestic and, to a lesser extent, international owners and operators of other logistics facilities and, within any specific individual market, also from smaller local players. The Group competes with other providers for locations and sites for future logistics facilities. In China, potential customers may also compare the Groups products, services and rents to those of large state-owned logistics facilities providers. While the Group believes that those providers generally do not provide modern facilities, potential customers may choose these providers over the Group on the basis of rent if they do not need the modern specifications offered by the Groups facilities. The Group believes that, in choosing a provider of logistics facilities, the Groups customers focus primarily on the size of a providers network and on the quality of the service provided. Lease rates are generally determined by the market. The Group believes that the size of the Groups network and the Groups focus on customer service and on assisting its customers in establishing and maintaining their logistics networks allows the Group to compete favourably with many of its competitors. Employees The following tables summarise the number of the Groups employees by location and function as at 31 March 2010, 31 March 2011 and 30 September 2011: Employees by Geographical Location
As of 31 March 2010 Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Singapore/Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 266 3 315 2011 52 381 8 441 30 September 2011 57 385 18 460

Employees by Function1
As of 31 March 2010 Investment/Divestment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Project Development Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leasing/Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asset/Property Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finance/Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General Management/Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sub-Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1

30 September 2011 45.5 89 67.5 57.5 85 115.5 460

2011 33 97 65 60.5 79 106.5 441

35 65 56 38 63 58 315

Certain employees perform more than one function. Accordingly, the number of employees by individual function may not be a whole number.

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The Group does not employ a significant number of temporary employees. None of the Groups employees in Japan or China is a member of a labour union. The Group has not experienced any strikes or disruptions to its operations due to labour disputes. The Group believes that its relationships with its employees are good. Legal Proceedings The Issuer is not, and none of its subsidiaries or joint ventures is, a party to any litigation, arbitration or administrative proceedings that the Issuer believes would, individually or taken as a whole, have a material adverse effect on the Groups business, financial condition or results of operations, and, in so far as the Issuer is aware, no such litigation, arbitration or administrative proceedings are pending or threatened. Environmental, Health and Safety Matters The Groups operations are subject to regulatory requirements and potential liabilities arising under applicable environmental, health or safety-related laws and regulations in each of the countries in which it has operations. The Group believes that it is in compliance in all material respects with applicable environmental regulations in Japan and China. To date, no material environmental, health or safety-related incident involving the Issuer or any of its subsidiaries has occurred. The Issuer is not aware of any material environmental, health or safety-related proceedings or investigations to which the Group might become a party. As the Group does not undertake construction work for its development projects and asset enhancement initiatives itself, the responsibility for ensuring the health or safety of workmen at the Groups development project or asset enhancement worksites generally rests with the contractors it appoints. Marketing Activities The Group engages in various marketing initiatives in order to attract new customers and expand its market recognition. In Japan, most of the Groups leasing contracts are procured by its in-house leasing team, which deals directly with customers and potential customers. In China, the Group is increasingly relying to a large extent on professional brokers to procure customers. In China, the Group also leverages its relationships with some of its leading customers by undertaking co-branded advertisement campaigns. Co-branded advertising allows the Group to capitalise on the positive experiences of its customers, utilising the numerous testimonials and feedback it has received for marketing purposes. The Group also engages in traditional banner advertising and publishes a periodic electronic newsletter targeted at existing and prospective customers and markets its facilities through the Groups website. The Group endeavours to increase its brand exposure through event-specific media coverage and media briefings, such as signing ceremonies related to the establishment of strategic relationships, and the sponsorship of events such as athletic tournaments for trade associations and other groups whose membership is comprised of the Groups target customers. On occasion, the Group joins with brokers to organise open house events at some of its facilities, and the Group regularly attends large conventions and trade shows and conducts customer events, such as the seminar in Tokyo for Japanese customers seeking logistics facilities in China. Information Technology The Group leverages the latest information technology to support sustainable and efficient daily operations. Oracle JD Edwards Enterprise One has been adopted as the Groups core enterprise resource planning application to capture, in an integrated approach, business activities such as project cost management, real estate management, expense management and - 84 -

financial management. CRM on Demand is a top customer relationship management system the Group has adopted which helps the leasing team to manage their pre-lease activities and gain instant access to space availability. From a human resources perspective, the Issuer uses the Platinum HRM system which offers comprehensive human resource management functionality. Intellectual Property The Group has registered the trademarks Global Logistic Properties and its accompanying design (GLP Trademark A) and the GLP logo (GLP Trademark B) in various jurisdictions including China, Japan, the European Union, Mexico and Russia. The Group also applied to register GLP Trademark A and GLP Trademark B in other jurisdictions including China, Brazil, Canada, India and the United States. The Group has also applied to register the trademark GLP and its accompanying design (GLP Trademark C) in Canada. The Groups trademark portfolio includes pending applications as well as registrations. In China, all applications have been allowed by the Chinese Trademark Office, excluding trademark applications for GLP Trademark A in classes 36, 37, and 42, which are still under consideration by the Chinese Trademark Office. The trademark applications that have been allowed in China have matured to registration in 2011. As part of the 2009 Acquisition, the Group acquired the trademark from ProLogis (including four classes of registered trademarks and an additional application in class 35 in China). The Group will proceed to register the trademark pending the outcome of an appeal in respect of its additional application in class 35. The Group has also filed two applications in class 37 and class 42 for its company logo and an application in class 42 for one composite mark. These three applications were opposed by an Italian company on the ground that the Groups trademarks are similar to its trademark. The Group will proceed to register its company logo and composite mark pending the ruling of the relevant trademark authorities on the oppositions made by the Italian company against the Groups applications. For further information regarding the risks associated with the registration status of the Groups intellectual property, see Risk FactorsRisks Relating to the Groups Operations in ChinaThe Group may be unable to register certain of its trademarks in China.

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MANAGEMENT Board of Directors The Board of Directors of the Issuer is entrusted with the responsibility for the overall management and direction of the Issuer. The Board of Directors of the Issuer comprises:
Name Ang Kong Hua . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jeffrey H. Schwartz . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ming Z. Mei . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dr. Seek Ngee Huat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lim Swe Guan (alternative director to Dr. Seek Ngee Huat) . . . Tham Kui Seng . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yoichiro Furuse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Steven Lim Kok Hoong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dr. Dipak Jain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Paul Cheng Ming Fun . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Age 67 52 39 61 57 53 69 64 54 74 Position Chairman Deputy Chairman Chief Executive Director Director Director Director Director Director Director

Ang Kong Hua Ang Kong Hua is the Independent Chairman of the Issuer and the Chairman of the Issuers Compensation Committee. Following stints at the Economic Development Board from 1966 to 1967 and DBS Bank from 1968 to 1974, Mr. Ang spent 28 years as CEO of NSL Ltd (formerly NatSteel Ltd). Mr. Ang retired as CEO from NSL Ltd in 2003. Mr. Ang currently serves as the Chairman of Sembcorp Industries Ltd, an industrial conglomerate listed on the SGX-ST. His other appointments include Executive Director of NSL Ltd, Director of GIC, Director of the GIC Special Investments Private Limited (GIC SI), Director of DBS Group Holdings Limited and Director of DBS Bank Ltd. Mr. Angs appointments in the past included directorship at CIMC Raffles Offshore (Singapore) Limited and kl Ventures Limited and vice-chairmanship at Neptune Orient Lines Ltd. Mr. Ang graduated from the University of Hull, UK, with a Bachelor of Science (Economics) Upper II Honours degree in 1966. Jeffrey H. Schwartz Jeffrey H. Schwartz is the Deputy Chairman of the Issuers Board, Chairman of the Executive Committee and Executive Director, and the co-founder of GLPH. Mr. Schwartz joined ProLogis, a NYSE-listed Fortune 500 company, in 1994, and held various executive roles, rising to Chief Executive Officer in 2005 as well as Chairman of the Board in 2007. While at ProLogis, Mr. Schwartz spearheaded ProLogis entry into the European markets in 1997, and also established ProLogis Asia platform in 2002, initially in Japan and eventually progressing to China and Korea. Mr. Schwartz has served on the advisory boards of the Guanghua School of Management, Peking University and Fundacao Dom Cabral, Brazil. He is a member of the Board of Trustees of Emory University and a Treasurer of the Real Estate Roundtable, a non-profit public policy organisation. Mr. Schwartz graduated from Harvard Business School in 1985 with a Master of Business Administration. Mr. Schwartz graduated from Emory University in 1981 with a Bachelor of Business Administration. - 86 -

Ming Z. Mei Ming Z. Mei is the Chief Executive Officer and Executive Director of the Issuer, and the co-founder of GLPH. He was formerly the Chief Executive Officer of ProLogis for China and Asian Emerging Markets. He opened ProLogis first China office in 2003 and built up the Groups China operations to their current scale. Prior to joining ProLogis, Mr. Mei was with Owens Corning, a world leading construction materials manufacturer, where he held various key roles in finance, manufacturing, sales, marketing and strategic planning and general management. Mr. Mei graduated from J.L. Kellogg School of Management at Northwestern University and the School of Business and Management at the Hong Kong University of Science and Technology with a Master of Business Administration in 2002. He received his Bachelor of Science in Business from Indiana University School of Business in 1996. Seek Ngee Huat Dr. Seek Ngee Huat is a Non-Executive Director of the Issuer and is the Chairman of the Issuers Investment Committee as well as a member of the Issuers Compensation Committee. He is President of GIC Real Estate, the real estate investment arm of GIC and also a member of the GIC Board of Directors and the GIC Group Executive Committee. Prior to joining GIC in 1996, Dr. Seek was a Partner with Jones Lang Wootton, based in Sydney. He is Chairman of the Institute of Real Estate Studies, National University of Singapore, his alma mater, and has served on the advisory boards of the Guanghua School of Management, Peking University and Fundacao Dom Cabral, Brazil, and the real estate programmes at Cambridge University and Harvard University. He was a Board Director of the Pension Real Estate Association, USA and the founding Chairman of the Property Council of Australia Property Index. Dr. Seek graduated with a Master of Science (Business Administration) from the University of British Columbia in 1975 and a PhD in Urban Research from the Australian National University in 1981. Lim Swe Guan Lim Swe Guan is a alternate director to Dr. Seek Ngee Huat. He is currently a Managing Director of GIC Real Estate. In that role he is Global Head of the Corporate Investments Group that invests in public REITs and property companies. In November 1995, Mr. Lim joined SUNCORP Investments in Brisbane, Australia as Portfolio Manager, Property Funds. In June 1986, Mr. Lim was recruited by Jones Lang Wootton in Sydney, Australia to the position of Senior Research Analyst. He was appointed Manager in October 1987 and Director in 1989. Prior to that, he worked as a property consultant with Knight Frank, Cheong Hock Chye & Bailieu from 1985 to 1986. He also sits on the boards of Land & Houses in Thailand, General Property Trust and Thakral Holdings Group in Australia and Sunway City Berhad in Malaysia. He is also a CFA charter holder. He graduated with a Bachelor of Science in Estate Management in 1979 from the University of Singapore and a Master of Business Administration from the Colgate Darden Graduate School of Business, The University of Virginia in 1985. Tham Kui Seng Tham Kui Seng is a Non-Executive Independent Director of the Issuer. Mr. Tham has held executive positions in various industries, including more than 10 years in real estate. His last executive position was as Chief Corporate Officer of CapitaLand Limited, overseeing the corporate services functions of the real estate group from 2002 to 2008. He also held the position of Chief Executive Officer of CapitaLand Residential Limited from 2000 to 2005. He is currently a director of Raffles Medical Group Ltd, The Straits Trading Company Limited, CapitaLand China Holdings Pte Ltd and SPI (Australia) Assets Pty Ltd. He is also a member of the Board of The Housing & Development Board (HDB) and Chairman of E M Services Private Limited, a subsidiary of HDB. Mr. Tham received his Bachelor of Arts in Natural ScienceEngineering Science from the University of Oxford, United Kingdom in 1979. - 87 -

Yoichiro Furuse Yoichiro Furuse is a Non-Executive Independent Director of the Issuer. Mr. Furuse is currently the President of Evanston Corporation and a Senior Adviser of Permira Advisers K.K. From 2001 to 2005, he was the Executive Director & Executive Vice President of SANYO Electric Co., Ltd where he was responsible for its corporate management functions and internal control. Prior to this, Mr. Furuse served as the Senior Managing Director of Mazda Motor Corporation from 1996 to 2000 where he was responsible for domestic marketing, financing and overseeing the relationship with Ford Motor Company. Mr. Furuse began his career with Sumitomo Bank Limited in 1964 where he served as an Executive Director of International Banking Unit, West Japan Region, Domestic Corporate Planning. His last position with Sumitomo Bank Limited was as the banks Senior Executive Director where he oversaw all the business activities of the bank within Europe, Middle East and Africa. Mr. Furuse received his Master of Business Administration from Northwestern Universitys Kellogg School of Management in 1970 and his Bachelor of Laws from Osaka University in 1964. Steven Lim Kok Hoong Steven Lim Kok Hoong is a Non-Executive Independent Director of the Issuer. He has over 32 years of audit and financial consulting experience and was responsible for the audits of statutory boards and some of the largest multinational corporations in Singapore, Indonesia and Malaysia. Mr. Lim served as a Senior Partner of Ernst & Young Singapore from 2002 to 2003. He started his career in Arthur Andersen in 1971 and served as the Managing Partner of Arthur Andersen Singapore from 1990 to 2002 and as Regional Managing Partner for the ASEAN region in Arthur Andersen from 2000 to 2002. Mr. Lim is a non-executive director of Parkway Trust Management Limited. He is also a non-executive director of Genting Singapore PLC and Hoe Leong Corporation Ltd. Mr. Lim is a Member of the Institute of Certified Public Accountants of Singapore and the Institute of Chartered Accountants in Australia. He graduated with a Bachelor of Commerce Degree from the University of Western Australia in 1971. Dipak Jain Dr. Dipak Jain is a Non-Executive Independent Director of the Issuer. He is currently the Sandy and Morton Goldman Professor in Entrepreneurial Studies and a professor of marketing at Kellogg School of Management at Northwestern University, where he has been a member of the faculty since 1986. From 2001 to 2009, Dr. Jain served as Dean of the Kellogg School of Management at Northwestern University. Prior to his appointment as Dean, he served as the Associate Dean of Academic Affairs for five years. Dr. Jain has been a visiting professor of marketing at the Sasin Graduate Institute of Business Administration at Chulalongkorn University in Bangkok, Thailand, since 1989. He taught at Gauhati University in India from 1980 to 1983. He also has a Master of Science in Management and Administrative Services and a PhD in management science at the University of Texas at Dallas in 1987. Paul Cheng Ming Fun Paul Cheng Ming Fun is a Non-Executive Independent Director of the Issuer. Mr. Cheng is currently the Deputy Chairman and independent non-executive director of Esprit Holdings Ltd., as well as the independent non-executive director of Vietnam Infrastructure Ltd., Pacific Alliance China Land Limited and Pou Sheng International (Holdings) Limited. Mr. Cheng was the Chairman of The Link Management Ltd. from 2005 to 2007, Chairman of Inchcape Pacific Limited from 1992 to 1998 and its Executive Director from 1987 to 1992, as well as the Chairman of N.M. Rothschild & Sons (Hong Kong) Ltd from 1996 to 1998. Prior to this, he held various positions in Spencer Stuart & Associates (his last position was Managing Partner), Warner Lambert Co (his last position was Philippines Country Head and Asia - 88 -

Regional Director) and Richardson-Merrell, Inc. (formerly Vick Chemical Co.) (his last position in the company was Regional Manager). Mr. Cheng was a member of the Legislative Council of Hong Kong from 1988 to 1991 and from 1995 to 1997 and, was a member of the Preparatory Committee established by the Central Government of Beijing from 1994 to 1998 in relation to Hong Kongs reversion to Chinese sovereignty. He also served as the Chairman of the American Chamber of Commerce in Hong Kong in 1987 and the Hong Kong General Chamber of Commerce from 1992 to 1994. He was also awarded the Independent Non-Executive Director of the Year Award from the Hong Kong Institute of Directors in 2009. Mr. Cheng has a Bachelor of Arts from Lake Forest University, Illinois, United States in 1958 and received his Master of Business Administration from The Wharton Business School at University of Pennsylvania, United States in 1961. Senior Management Set out below are the current executive offices of the Issuer:
Name Jeffrey H. Schwartz . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ming Z. Mei . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fang Xie, Heather . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Masato Miki . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yoshiyuki Chosa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kent Yang . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stephen Schutte . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ralf Wessel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Age 52 39 47 47 41 42 44 39 Position Deputy Chairman and Chairman of the Executive Committee Chief Executive Officer Chief Financial Officer President of Japan Managing Director of Japan Managing Director of China General Counsel and Chief Administrative Officer Managing Director, Fund Management and Business Development

Jeffrey H. Schwartz Details for Jeffrey H. Schwartz are set out under ManagementBoard of Directors. Ming Z. Mei Details for Ming Z. Mei are set out under ManagementBoard of Directors. Fang Xie, Heather Fang Xie, Heather is the Chief Financial Officer of the Group, and joined the Group from ProLogis pursuant to the 2009 Acquisition. Ms. Xie was Managing Director and Chief Financial Officer of ProLogis China, where she was in charge of finance, treasury, tax, human resources and Information Technology of the China business. Ms. Xie was the Chief Financial Officer of Momentive Performance Materials Shanghai from 2007 to 2008, before which she spent over a decade from 1994 to 2006 in the General Electric group of companies, and held various positions with increasing responsibilities, including the Chief Financial Officer of General Electric Toshiba Silicones, the Treasurer and Controller of General Electric Infrastructure, Asia Pacific. Ms. Xie received her Bachelor and Master degrees from Peoples University of China and a Master degree of Arts from Cornell University in New York. Masato Miki Masato Miki is the President of the Groups Japan operations. Mr. Miki was formerly President and Co-CEO of ProLogis Japan. Mr. Miki joined ProLogis Japan in 2002 and grew ProLogis Japan to a prominent player in the Japan logistics space. Prior to joining ProLogis, - 89 -

Mr. Miki held several key positions within Mitsui Fudosan Co. Ltd from 1987 to 2002. In 1994, Mr. Miki relocated to New York to join Mitsui Fudosan America Inc. as treasurer and was responsible for corporate & property financing. In 2000, Mr. Miki returned to Tokyo to participate in the companys J REIT project team and contributed to the public offering of the first J REIT in Japan, which was sponsored by Mitsui Fudosan Co. Ltd. Mr. Miki obtained his Master of Science in Real Estate Finance from New York University in 1999, and received his Bachelor of Arts in Political Science and Economics from Waseda University in 1987. Yoshiyuki Chosa Yoshiyuki Chosa is the Groups Managing Director of Japan. Mr. Chosa was formerly Vice President and subsequently Senior Vice President, Investment Management of ProLogis Japan, where he was responsible for the acquisition, development and investment business of the company in Japan. Mr. Chosa joined ProLogis Japan in March 2003 as Vice President to launch and expand its acquisition business. Prior to joining ProLogis Japan, Mr. Chosa held several key positions within Mitsui Fudosan Co., Ltd, and Mitsui Fudosan Investment Advisors, Inc., a group company of Mitsui Fudosan. In Mitsui Fudosan Co., Ltd, Mr. Chosa was involved in condominium and housing development projects as well as office leasing. In Mitsui Fudosan Investment Advisors, he was responsible for providing asset management services and real estate investment advisory services to overseas institutional investors. Mr. Chosa holds a Bachelor of Laws from Keio University in 1992. Kent Yang Kent Yang is the Groups Managing Director of China and is in charge of the companys business in China, including leasing properties, property management, and customer relations and services. Mr. Yang joined Shanghai Lingang GLP International Logistics Park Co. Ltd. in 2005 as a General Manager. Prior to that, Mr. Yang was the Managing Director of Wuxi Hua Yang Hi-Tech Venture Capital Inc. from 2002 to 2005 where he was responsible for the overall management of the company. Mr. Yang has over 17 years of experience in industrial real estate and construction. He received his Bachelor of Architecture from the University of Southern California in 1993 and a Master of Science in Real Estate Development from Columbia University in 1996. Stephen Schutte Stephen Schutte is the General Counsel and Chief Administrative Officer for the Group. Mr. Schutte was formerly Senior Vice President, General Counsel and Secretary at DCT Industrial Trust Inc. where he oversaw the provision of all legal services for the company, risk management and emerging markets and served as a market officer responsible for all investment and leasing matters in Seattle, Mexico and Northern California. Prior to that, he was Associate General Counsel of ProLogis overseeing joint ventures, acquisitions, complex loan transactions and developments in excess of US$1 billion annually and was responsible for structuring and overseeing operations across multiple foreign countries. From 1998 to 2001, Mr. Schutte practised real estate and corporate law with the international law firm of LeBoeuf, Lamb, Greene & MacRae. Mr. Schutte received his J.D. from the University of Iowa College of Law and his B.A. from Creighton University. Ralf Wessel Ralf Wessel is the Managing Director of the Fund Management and Business Development for the Group. Mr. Wessel was formerly Managing Director, Global Investment Management at ProLogis where he was responsible for a circa US$21 billion investment platform. Previously, Mr. Wessel was Head of Asset Management of ProLogis European Properties, listed on the Euronext, and Senior Vice President Fund Management Europe at ProLogis. Before joining ProLogis, Mr. Wessel was a partner at Equity Estate, an Amsterdam based real - 90 -

estate investment management company with circa US$1 billion asset under management. Mr. Wessel has more than 13 years of experience in the real estate sector and holds a Masters in Financial Management from the University of Amsterdam and an MSc in Real Estate Investment from City University London.

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TAXATION The discussion herein is not intended to constitute a complete analysis of all tax consequences relating to ownership of the Securities and the tax treatment described herein is subject to the agreement of the IRAS. Prospective purchasers of the Securities should consult their own tax advisers concerning the tax consequences of their particular situations as well as any consequences of the purchase, ownership and disposition of the Securities arising under the laws of any other taxing jurisdictions. This description is based on current laws, regulations and interpretations. These laws, regulations and interpretations, however, may change at any time, and any change could be retroactive to the date of issuance of the Securities. These laws and regulations are also subject to various interpretations and the relevant tax authorities or the courts could later disagree with the explanations or conclusions set out below. Singapore Taxation The statements made herein regarding taxation are general in nature and are based on certain aspects of current tax laws in Singapore, and administrative guidelines issued by the Monetary Authority of Singapore (MAS) in force as at the date of this Offering Circular. They are subject to changes in such laws or administrative guidelines, or the interpretation of those laws or guidelines, occurring after such date, which changes could be made on a retroactive basis. The following is a summary of the material Singapore tax consequences to a holder of the Securities. Neither these statements nor any other statements in this Offering Circular are to be regarded as advice on the tax position of any holder of the Securities or of any person acquiring, selling or otherwise dealing with the Securities or on any tax implications arising from the acquisition, sale or other dealings in respect of the Securities. The statements made herein do not purport to be a comprehensive or exhaustive description of all the tax considerations that may be relevant to a decision to purchase, own or dispose of the Securities and do not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or financial institutions in Singapore which have granted the relevant Financial Sector Incentive tax incentives) may be subject to special rules or tax rates. It is emphasised that neither the Issuer, any Joint Bookrunner and Joint Lead Manager nor any other persons involved in the Issue accepts responsibility for any tax effects or liabilities resulting from the purchase, holding or disposal of the Securities. Recognition of the Securities for Singapore income tax purposes For all intents and purposes, the Securities are legally regarded as a debt instrument. The Singapore income tax treatment should be aligned with its legal form and accordingly regarded as a debt instrument for tax purposes. Distributions (including Arrears of Distributions and any Additional Distribution Amounts) made by the Issuer under the Securities (to the extent that it does not include any capital component and is economically akin to interest) shall be regarded as interest for Singapore income tax purposes. This is subject to the agreement of IRAS. Where the IRAS disagrees with the above and regards the Securities as an equity instrument, Distributions (including Arrears of Distribution) from the Securities shall be regarded as dividend for Singapore income tax purposes. Under such circumstances, no tax deduction shall be allowed to the Issuer on the dividend distributions arising from the Securities issue. From a Holders perspective, the Distributions (or Arrears of Distribution where applicable) declared by the Issuer (a tax resident company) shall be regarded as a 1-Tier tax exempt dividend and shall be exempted from Singapore income tax in the hands of the investors. Notwithstanding the foregoing, the Additional Distribution Amounts shall still be regarded as interest for Singapore income tax purposes - 92 -

and taxable at the applicable tax rates. In addition, the tax concession/exemption for qualifying debt securities may not be available if the IRAS regards the Securities as an equity instrument for Singapore income tax purposes. For the purpose of the discussion below, any reference to the term interest shall be construed to mean the Distribution (including Arrears of Distributions and any Additional Distribution Amounts) payments from the Securities. Interest and Other Payments Under Section 12(6) of the ITA, the following payments are deemed to be derived from Singapore: (a) interest, commission, fee or any other payment in connection with any loan or indebtedness or with any arrangement, management, guarantee, or service relating to any loan or indebtedness which is: (i) borne, directly or indirectly, by a person resident in Singapore or a permanent establishment in Singapore, except in respect of any business carried on outside Singapore through a permanent establishment outside Singapore or any immovable property situated outside Singapore; or deductible against any income accruing in or derived from Singapore; or

(ii) (b)

income derived from loans where the funds provided by such loans are brought into or used in Singapore.

Such payments, where made to persons not known to the paying party to be a resident in Singapore for tax purposes, are subject to withholding tax in Singapore under the provisions of Section 45 or Section 45A of the ITA. The withholding tax rate applicable on such payments to non-resident persons (other than non-resident individuals) is 17.0 per cent. with effect from Year of Assessment 2010. For non-resident individuals, the applicable rate is 20 per cent. The withholding tax rate will be reduced to 15.0 per cent. if such payment is derived by a person not resident in Singapore from sources other than from any trade, business, profession or vocation carried on or exercised by such person in Singapore and which is not effectively connected with any permanent establishment in Singapore of that person. The rate of 15.0 per cent. may be reduced by applicable tax treaties concluded by Singapore. Notwithstanding the above, the following investment income derived from Singapore by any individual from financial instruments is exempt from tax: (a) (b) interest from debt securities derived on or after 1 January 2004; discount income (not including discount income arising from secondary trading) from debt securities derived on or after 17 February 2006; and prepayment fee, redemption premium or break cost from debt securities derived on or after 15 February 2007,

(c)

except where such income is derived through a partnership in Singapore or is derived from the carrying on of a trade, business or profession. - 93 -

Qualifying Debt Securities In addition, subject to certain prescribed conditions being fulfilled, the Securities, which are jointly lead-managed by J.P. Morgan (S.E.A.) Limited, Citigroup Global Markets Singapore Pte. Ltd., Goldman Sachs (Singapore) Pte. and DBS Bank Ltd., each of which is a Financial Sector IncentiveBond Market Company (for the purposes of the ITA) and are issued before 31 December 2013, shall qualify as qualifying debt securities for the purposes of the ITA. On the premise that the IRAS accepts the Securities as a debt instrument for Singapore income tax purposes and the instrument satisfies all requisite conditions to qualify as qualifying debt securities, the following tax treatments will therefore apply: (a) interest, discount, prepayment fee, redemption premium or break cost (collectively referred to as qualifying income) from such Securities, derived by a holder who is not resident in Singapore and (i) (ii) who does not have any permanent establishment in Singapore; or who carries on any operation in Singapore through a permanent establishment in Singapore but the funds used by that person to acquire such Securities are not obtained from such persons operation through a permanent establishment in Singapore,

is exempt from Singapore income tax. Where qualifying income is derived from the Securities by a person who is not resident in Singapore and who carries on any operation in Singapore through a permanent establishment in Singapore, the tax exemption will not apply if such person acquires the Securities using funds from its Singapore operations; (b) qualifying income on such Securities derived by any company or body of persons (as defined in the ITA) in Singapore (other than companies accorded the Financial Sector IncentiveStandard Tier (FSI-ST award) Company Award is subject to tax at a concessionary rate of 10.0 per cent. Qualifying income derived by companies accorded the FSI-ST award is subject to tax at a concessionary rate of 12.0 per cent.; and qualifying income derived from the Securities is not subject to Singapore withholding of tax.

(c)

The above tax treatments are subject to the following conditions: (a) the submission by the Issuer, or such other person as the Comptroller of Income Tax in Singapore (the Comptroller) may direct, a return on debt securities for the Securities within such period as the Comptroller may specify and such other particulars in connection with the Securities as the Comptroller may require, to the Comptroller and the MAS; and the inclusion by the Issuer, in all offering documents a statement to the effect that:-

(b)

where qualifying income is derived from any qualifying debt securities by a person who is not resident in Singapore and who carries on any operation in Singapore through a permanent establishment in Singapore, the tax exemption will not apply if such person acquires such securities using funds from Singapore operations; and where the qualifying income is not exempt from tax, the person deriving the qualifying income must include such income in his Singapore tax returns. - 94 -

The term offering documents means the prospectuses, offering circulars, information memorandum, pricing supplements or other documents issued to investors in connection with an issue of securities. However, notwithstanding the foregoing: (a) if during the primary launch of the Securities, the Securities are issued to fewer than four persons and 50.0 per cent. or more of the issue of such Securities is beneficially held or funded, directly or indirectly, by related parties of the Issuer, such Securities would not (unless otherwise approved by the Minister of Finance or such person as he may appoint) qualify as qualifying debt securities; and even though the Securities are qualifying debt securities at the time of issue, if at any time during the tenure of such Securities, 50.0 per cent. or more of the issue of such Securities is beneficially held or funded, directly or indirectly, by related parties of the Issuer, the qualifying income derived by: (i) (ii) any related party of the Issuer; or any other person where the funds used by such person to acquire the Securities are obtained, directly or indirectly, from any related party of the Issuer,

(b)

shall not be eligible for the tax exemption or the concessionary rate of tax as described above. The term related party, in relation to a person, means any other person who, directly or indirectly, controls that person, or is controlled, directly or indirectly, by that person, or where he and that other person, directly or indirectly, are under the control of a common person. The terms break cost, prepayment fee and redemption premium are defined in Section 13(16) of the ITA as follows:break cost, in relation to debt securities and qualifying debt securities, means any fee payable by the issuer of the securities on the early redemption of the securities, the amount of which is determined by any loss or liability incurred by the holder of the securities in connection with such redemption; prepayment fee, in relation to debt securities and qualifying debt securities, means any fee payable by the issuer of the securities on the early redemption of the securities, the amount of which is determined by the terms of the issuance of the securities; and redemption premium, in relation to debt securities and qualifying debt securities, means premium payable by the issuer of the securities on the redemption of the securities upon their maturity. Notwithstanding that the Issuer is permitted to pay the qualifying income in respect of the Securities qualifying as qualifying debt securities without deduction or withholding for tax under Section 45 or Section 45A of the ITA, any person whose qualifying income derived from such Securities is not exempt from tax is required to include such income in a return of income made under the ITA. Gains on Disposal of Securities There is no capital gains tax in Singapore. Accordingly, any gains derived from a sale of the Securities which are in the nature of capital will not be taxable in Singapore. However, any gains derived by any person from the sale of Securities from any trade, business, profession or - 95 -

vocation carried on by that person, and where such gains are accrued in or derived from Singapore, may be taxable as such gains are generally considered to be revenue in nature. Holders of the Securities who have adopted Financial Reporting Standard 39 (FRS 39), may for Singapore income tax purposes, be required to recognise any gains or losses (not being gains or losses in the nature of capital) on the Securities, irrespective of disposal, in accordance with FRS 39. Please see section below on Adoption of FRS 39 Treatment for Singapore Income Tax Purposes. Adoption of FRS 39Treatment for Singapore Income Tax Purposes On 30 December 2005, the Inland Revenue Authority of Singapore issued a circular entitled Income Tax Implications arising from the adoption of Financial Reporting Standard 39 Financial Instruments: Recognition and Measurement (the Circular). Amendments have been enacted to the ITA to give effect to the Circular (the FRS 39 tax treatment). The Circular generally applies, subject to certain opt-out provisions, to taxpayers who are required to comply with FRS 39 for financial reporting purposes. Holders of the Securities who may be subject to the FRS 39 tax treatment should consult their own accounting and tax advisers regarding the Singapore income tax treatment consequences of their acquisition, holding or disposal of the Securities. Singapore Stamp Duty Singapore stamp duty may be payable on the instrument of transfer of stocks of Singapore companies at the rate of S$0.20 per S$100 or part thereof computed on the amount or value of consideration. The amount or value of consideration is the actual consideration or market value of the stocks, whichever is higher. Notwithstanding the foregoing, stamp duty is not applicable to electronic transfers of stocks through the electronic scripless systems operated by Euroclear and Clearstream, Luxembourg. EU Savings Tax Directive The EU has adopted a Directive regarding the taxation of savings income. The Directive requires Member States to provide to the tax authorities of other Member States details of payments of interest and other similar income paid by a person to an individual or to certain other persons in another Member State, except that Austria and Luxembourg may instead impose a withholding system for a transitional period (subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or other income may request that no tax be withheld) unless during such period they elect otherwise.

- 96 -

SUBSCRIPTION AND SALE The Issuer has entered into a subscription agreement with J.P. Morgan (S.E.A.) Limited, Citigroup Global Markets Singapore Pte. Ltd., Goldman Sachs (Singapore) Pte. and DBS Bank Ltd. (the Joint Bookrunners and Joint Lead Managers) dated 16 January 2012 (the Subscription Agreement), pursuant to which and subject to certain conditions contained therein, the Issuer agreed to sell to the Joint Bookrunners and Joint Lead Managers, and the Joint Bookrunners and Joint Lead Managers, severally and not jointly, agreed to subscribe and pay for, or to procure subscribers to subscribe and pay for, the aggregate principal amount of the New Securities. Any subsequent sale of New Securities to investors may be at a price different from the Issue Price. The Subscription Agreement provides that the Issuer will indemnify the Joint Bookrunners and Joint Lead Managers against certain liabilities in connection with the offer and sale of the New Securities. The Subscription Agreement provides that the obligations of the Joint Bookrunners and Joint Lead Managers are subject to certain conditions precedent, and entitles the Joint Bookrunners and Joint Lead Managers to terminate it in certain circumstances prior to payment being made to the Issuer. The Joint Bookrunners and Joint Lead Managers and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. Certain of the Joint Bookrunners and Joint Lead Managers and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Issuer, for which they received or will receive customary fees and expenses. The Joint Bookrunners and Joint Lead Managers and their respective affiliates may purchase the New Securities and be allocated the New Securities for asset management and/or proprietary purposes but not with a view to distribution. In the ordinary course of their various business activities, the Joint Bookrunners and Joint Lead Managers and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Issuer. The distribution of this Offering Circular or any offering material and the offering, sale or delivery of the New Securities is restricted by law in certain jurisdictions. Therefore, persons who may come into possession of this Offering Circular or any offering material are advised to consult with their own legal advisers as to what restrictions may be applicable to them and to observe such restrictions. This Offering Circular may not be used for the purpose of an offer or invitation in any circumstances in which such offer or invitation is not authorised. General Neither the Issuer nor any of the Joint Bookrunners and Joint Lead Managers has made any representation that any action will be taken in any jurisdiction by the Joint Bookrunners and Joint Lead Managers or the Issuer that would permit a public offering of the New Securities in any country or jurisdiction where action for that purpose is required. Each Joint Bookrunner and Joint Lead Manager has represented and agreed that it will comply to the best of its knowledge and belief in all material respects with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers New Securities or has in its possession or distributes this Offering Circular. The Issuer and the Joint Bookrunners and Joint Lead Managers will have no responsibility for, and each Joint Bookrunner and Joint - 97 -

Lead Manager will obtain any consent, approval or permission required by it for, the acquisition, offer, sale or delivery by it of New Securities under the laws and regulations in force in any jurisdiction to which it is subject or in or from which it makes any acquisition, offer, sale or delivery. United States The New Securities have not been and will not be registered under the Securities Act or any state securities law and may not be offered, sold or delivered within the United States unless pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Each Joint Bookrunner and Joint Lead Manager has represented and warranted that it has not offered, sold or delivered, and it will not offer, sell or deliver, any New Securities within the United States, in any circumstances which would require the registration of any New Securities under the Securities Act and in particular, that neither it nor any of its affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the New Securities; and it and its affiliates have complied and will comply with the offering restrictions requirement of Regulation S under the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. United Kingdom Each Joint Bookrunner and Joint Lead Manager has represented and agreed that: (1) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the FSMA)) received by it in connection with the issue or sale of any New Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the New Securities in, from or otherwise involving the United Kingdom.

(2)

Hong Kong Each Joint Bookrunner and Joint Lead Manager has represented, warranted and agreed that (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any New Securities other than (a) to professional investors as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (SFO) and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a prospectus as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and (ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the New Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that Ordinance. Singapore Each Joint Bookrunner and Joint Lead Manager has acknowledged that this Offering Circular will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, - 98 -

each Joint Bookrunner and Joint Lead Manager has represented, warranted and agreed that it has not offered or sold any New Securities or caused such New Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any New Securities or cause such New Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of such New Securities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the New Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

(b)

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the New Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; where no consideration is or will be given for the transfer; where the transfer is by operation of law; or as specified in Section 276(7) of the SFA.

(2) (3) (4)

Japan The New Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended) (the FIEA) and, accordingly, each of the Joint Bookrunners and Joint Lead Managers has represented and agreed that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any New Securities in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and other relevant laws and regulations of Japan. PRC Each of the Joint Bookrunners and Joint Lead Managers has represented and agreed that the New Securities are not being offered or sold and may not be offered or sold, directly or indirectly, in the PRC (for such purposes, not including the Hong Kong and Macau Special Administrative Regions or Taiwan), except as permitted by the securities laws of the PRC. - 99 -

The Netherlands Each of the Joint Lead Managers and Joint Bookrunners has represented and agreed that it will not make an offer of New Securities which are the subject of the offering contemplated by this Offering Circular to the public in The Netherlands unless such offer is made exclusively to legal entities which are qualified investors (as defined in the Prospectus Directive and which includes authorised discretionary asset managers acting for the account of retail investors under a discretionary investment management contract) in The Netherlands. For the purposes of this provision, the expression an offer of New Securities to the public in The Netherlands in relation to any New Securities means the communication in any form and by any means of sufficient information on the terms of the offer and the New Securities to be offered so as to enable an investor to decide to purchase or subscribe the New Securities, as the same may be varied in The Netherlands by any measure implementing the Prospectus Directive in The Netherlands, the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in The Netherlands, and includes any relevant implementing measure in The Netherlands, and the expression 2010 PD Amending Directive means Directive 2010/73/EU.

- 100 -

GENERAL INFORMATION 1. Clearing Systems: The New Securities have been accepted for clearance through Euroclear and Clearstream, Luxembourg together with the Original Securities under Common Code number 071384519 and the International Securities Identification Number for the Securities is XS0713845195. Listing of Securities: Approval in-principle has been obtained from the SGX-ST for the listing and quotation of the Securities on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission to the Official List of the SGX-ST and quotation of the Securities on the SGX-ST is not to be taken as an indication of the merits of the Issuer, it subsidiaries or associated companies or the Securities. Minimum Board Lot Size: The Securities will be traded on the SGX-ST in a minimum board lot size of S$250,000 so long as the Securities are listed on the SGX-ST. Authorisations: The Issuer will obtain all necessary consents, approvals and authorisations in connection with the issue of and performance of its obligations under the New Securities prior to the Issue Date. No Material Adverse Change: Except as disclosed in this Offering Circular, there has been no significant change in the financial or trading position of the Group since 30 September 2011 and no material adverse change in the financial position or prospects of the Group since 30 September 2011. Litigation: Neither the Issuer nor any of its subsidiaries is involved in any litigation, arbitration or administrative proceedings relating to claims which are material in the context of the issue of the New Securities and, so far as they are aware, no such litigation, arbitration or administrative proceedings are pending or threatened. Available Documents: For so long as the Securities are outstanding, the following documents will be available, during usual business hours on any weekday (Saturdays and public holidays excepted), for inspection at the office of the Issuer and the specified office of the Paying Agents: (i) (ii) the fiscal agency agreement dated 7 December 2011, as supplemented by the supplemental fiscal agency agreement dated 20 January 2012; the deeds of covenant dated 7 December 2011 and 20 January 2012;

2.

3. 4.

5.

6.

7.

(iii) the Memorandum and Articles of Association of the Issuer; (iv) (v) 8. the audited combined financial statements of the Group for the financial years ended 31 March 2010 and 2011; and the unaudited interim consolidated financial statements of the Group for the six-month periods ended 30 September 2010 and 2011.

Financial Statements: KPMG LLP have audited the combined financial statements of the Group, without qualification, in accordance with Singapore Financial Reporting Standards for the years ended 31 March 2010 and 2011 and have reviewed the unaudited interim consolidated financial statements of the Group, without qualification, in accordance with Singapore Financial Reporting Standards for the six-month periods ended 30 September 2010 and 2011. - 101 -

INDEX TO FINANCIAL STATEMENTS

Page

Independent Auditors Report on the Combined Financial Statements . . . . . . . . . . . . . . . . . . . . . F-2 Combined Financial Statements for the Years Ended 31 March 2010 and 2011 . . . . . . . . . . . . . . F-3 Independent Auditors Report on the Unaudited Interim Consolidated Financial Statements . . . . F-64 Unaudited Interim Consolidated Financial Statements for the Six-Month Periods ended 30 September 2010 and 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-66

F-1

INDEPENDENT AUDITORS REPORT

To the Members of Global Logistic Properties Limited

Report on the nancial statements

We have audited the accompanying nancial statements of Global Logistic Properties Limited (the Company) and its subsidiaries (the Group), which comprise the balance sheets of the Group and the Company as at 31 March 2011, the income statement, statement of comprehensive income, statement of changes in equity and statement of cash ows of the Group for the year then ended, and a summary of signicant accounting policies and other explanatory notes, as set out on pages 63 to 123. Managements responsibility for the nancial statements Management is responsible for the preparation of nancial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act, Chapter 50 (the Act) and Singapore Financial Reporting Standards and for devising and maintaining a system of internal accounting controls sufcient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair prot and loss accounts and balance sheets and to maintain accountability of assets. Auditors responsibility Our responsibility is to express an opinion on these nancial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the nancial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the nancial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation of nancial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the nancial statements. We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated nancial statements of the Group and the balance sheet of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards to give a true and fair view of the state of affairs of the Group and of the Company as at 31 March 2011 and the results, changes in equity and cash ows of the Group for the year ended on that date.

Report on other legal and regulatory requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.

KPMG LLP Public Accountants and Certied Public Accountants Singapore 2 June 2011

62

Global Logistic Properties Limited Annual Report 2011

F-2

BALANCE SHEETS
As at 31 March 2011 Group Note 2011 US$000 2010 US$000 Company 2011 2010 US$000 US$000

Non-current assets Investment properties Subsidiaries Jointly-controlled entities Deferred tax assets Plant and equipment Intangible assets Other investments Other non-current assets

4 5 6 7 8 9 10 11

9,078,302 372,433 19,683 4,620 489,175 62,689 22,341 10,049,243

6,528,973 315,469 20,232 75 17,351 6,882,100

4,657,615 4,657,615

903,540 903,540

Current assets Trade and other receivables Financial derivative assets Cash and cash equivalents Total assets Equity attributable to owners of the Company Share capital Reserves Non-controlling interests Total equity Non-current liabilities Loans and borrowings Financial derivative liabilities Deferred tax liabilities Other non-current liabilities

12 13 14

90,600 1,559,893 1,650,493 11,699,736

103,227 33 412,021 515,281 7,397,381

432,003 924,367 1,356,370 6,013,985

903,540

15 16 17

5,941,696 677,471 6,619,167 364,948 6,984,115

* 1,566,222 1,566,222 776,197 2,342,419

5,941,696 68,634 6,010,330 6,010,330

* (9,541) (9,541) (9,541)

18 13 7 19

2,755,100 10,426 342,603 125,795 3,233,924

2,664,831 16,652 135,192 124,707 2,941,382

170,000 170,000

Current liabilities Loans and borrowings Trade and other payables Financial derivative liabilities Current tax payable Total liabilities Total equity and liabilities
* Less than US$1,000

18 20 13

937,067 526,654 14,682 3,294 1,481,697 4,715,621 11,699,736

715,749 1,380,206 16,077 1,548 2,113,580 5,054,962 7,397,381

3,234 421 3,655 3,655 6,013,985

143,600 599,481 743,081 913,081 903,540

The accompanying notes form an integral part of these consolidated nancial statements. Global Logistic Properties Limited Annual Report 2011 63

F-3

INCOME STATEMENT
For the Financial Year Ended 31 March 2011 Group Note 2011 US$000 473,865 8,818 (15,928) (70,655) (46,208) 349,892 56,461 406,353 (55,542) 351 351,162 456,313 807,475 (85,044) 722,431 2010 US$000 413,467 4,623 (35,101) (61,467) (24,395) 297,127 31,984 329,111 (60,468) (27,680) 240,963 (369,006) (128,043) (21,637) (149,680)

Revenue Other income Management fees Property-related expenses Other expenses Share of results (net of income tax) of jointly-controlled entities Prot from operating activities after share of results of jointly-controlled entities Net nance costs Non-operating income/(expenses) Prot before changes in fair value of investment properties Changes in fair value of investment properties Prot/(loss) before income tax Income tax expense Prot/(loss) for the year Prot/(loss) attributable to: Owners of the Company Non-controlling interests Prot/(loss) for the year Earnings/(Loss) per share (cents) - Basic and diluted

22 23

24 25

25 26

706,062 16,369 722,431

(176,685) 27,005 (149,680)

27

23.44

(10.13)

The accompanying notes form an integral part of these consolidated nancial statements. 64 Global Logistic Properties Limited Annual Report 2011

F-4

STATEMENT OF COMPREHENSIVE INCOME

For the Financial Year Ended 31 March 2011 Group 2011 US$000 Prot/(loss) for the year Other comprehensive income Exchange differences arising from consolidation of foreign operations and translation of foreign currency loans Effective portion of changes in fair value of cash ow hedges Change in fair value of available-for-sale investments Other comprehensive income for the year1 Total comprehensive income for the year Total comprehensive income attributable to: Owners of the Company Non-controlling interests Total comprehensive income for the year
1

2010 US$000 (149,680)

722,431

307,789 (252) (6,428) 301,109 1,023,540

100,633 100,633 (49,047)

910,014 113,526 1,023,540

(108,554) 59,507 (49,047)

There is no income tax effects relating to these components of other comprehensive income.

The accompanying notes form an integral part of these consolidated nancial statements. Global Logistic Properties Limited Annual Report 2011 65

F-5

For the Financial Year Ended 31 March 2011

STATEMENTS OF CHANGES IN EQUITY

66 Share capital US$000 Total equity US$000 2,492,436 * 89,876 74,124 1,040,102 542,382 1,746,484 745,952 Capital reserve US$000 Currency translation reserve US$000 Other reserve US$000 Retained earnings US$000 Noncontrolling interests US$000 (176,685) (176,685) 27,005 (149,680) 68,131 68,131 (176,685) 68,131 (108,554) 32,502 59,507 100,633 (49,047) * (8,065) (7,065) 225 83,036 142,255 1,040,102 (64,643) (64,643) (225) 300,829 1,000 1,000 (8,065) (64,643) (71,708) 1,566,222 10,211 (30,673) 37,412 (2,081) (26,722) (17,409) (29,262) 776,197 11,211 (30,673) 37,412 (10,146) (26,722) (82,052) (100,970) 2,342,419

Group

Total attributable to owners of the Company US$000

At 1 April 2009

Global Logistic Properties Limited Annual Report 2011

Total comprehensive income for the year (Loss)/Prot for the year Other comprehensive income Exchange differences arising from consolidation of foreign operations and translation of foreign currency loans Total comprehensive income for the year

F-6

Transactions with owners, recorded directly in equity Capital contribution Redemption of preference shares issued by subsidiaries Acquisition of subsidiaries Acquisition of interests in subsidiaries from noncontrolling interests Disposal of subsidiaries Tax-exempt dividends paid Total contributions by and distributions to owners Transfer to reserves At 31 March 2010

* Less than US$1,000

The accompanying notes form an integral part of these consolidated nancial statements.

Group 83,036 142,255 1,040,102 300,829 1,566,222 776,197 2,342,419

Share capital US$000

Capital reserve US$000

Equity Currency compensation translation Hedging Fair value Other reserve reserve reserve reserve reserve US$000 US$000 US$000 US$000 US$000

Total attributable to owners Non Retained of the controlling Total earnings Company interests equity US$000 US$000 US$000 US$000

At 1 April 2010

706,062

706,062

16,369

722,431

210,632

210,632

97,157

307,789

(252)

(252)

(252)

F-7
(6,428) 210,632 (252) (6,428) 210,632 (252) (6,428)

Total comprehensive income for the year Prot for the year Other comprehensive income Exchange differences arising from consolidation of foreign operations and translation of foreign currency loans Effective portion of changes in fair value of cash ow hedges Change in fair value of available-for-sale investments (6,428)

(6,428)

Total other comprehensive income Total comprehensive income for the year

706,062

203,952 910,014

97,157

301,109 113,526 1,023,540

Global Logistic Properties Limited Annual Report 2011

* Less than US$1,000

STATEMENTS OF CHANGES IN EQUITY

For the Financial Year Ended 31 March 2011

67

The accompanying notes form an integral part of these consolidated nancial statements.

For the Financial Year Ended 31 March 2011

STATEMENTS OF CHANGES IN EQUITY

68 Capital reserve US$000 5,941,696 5,941,696 4,157 4,157 (5,000) 1,347 1,347 1,347 352,887 (252) (1,739,880) (6,428) (699,778) (55,232) (206) 951,453 (54,470) 1,347 (54,470) 4,142,931 6,619,167 (1,732,821) (7,059) (1,732,821) (12,059) (5,000) 206 78,242 (762) (762) (780,007) (780,769) (1,732,821) 269,272 257,213 (18,197) 1,347 (72,667) (524,775) 3,618,156 364,948 6,984,115

Global Logistic Properties Limited Annual Report 2011

Group

Share capital US$000

Total attributable Equity Currency to owners Non compensation translation Hedging Fair value Other Retained of the controlling Total reserve reserve reserve reserve reserve earnings Company interests equity US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000

F-8

Transactions with owners, recorded directly in equity Issue of ordinary shares, net of transaction costs 5,941,696 Capital contribution Redemption of preference shares issued by subsidiaries Acquisition of subsidiaries under common control Acquisition of subsidiaries Share-based payment transactions Tax-exempt dividends paid Total contributions by and distributions to owners 5,941,696 Transfer to reserves At 31 March 2011 5,941,696

* Less than US$1,000

The accompanying notes form an integral part of these consolidated nancial statements.

STATEMENT OF CASH FLOWS

For the Financial Year Ended 31 March 2011 Note 2011 US$000 2010 US$000

Cash ows from operating activities Prot/(Loss) before income tax Adjustments for: Amortisation of transaction costs of bonds Depreciation of plant and equipment Amortisation of intangible assets Loss on disposal of subsidiaries and jointly-controlled entities Negative goodwill on acquisition of subsidiaries Share of results of jointly-controlled entities Changes in fair value of investment properties Changes in fair value of nancial derivatives Impairment loss on trade and other receivables Interest income Interest expense Changes in working capital: Trade and other receivables Trade and other payables Cash generated from operations Income tax paid Net cash from operating activities Cash ows from investing activities Acquisition of subsidiaries, net of cash acquired Acquisition of non-controlling interests Development expenditure on investment properties Disposal of investment properties Disposal of subsidiaries, net of cash disposed of Purchase of plant and equipment Acquisition of other investments Interest income received Dividends received from jointly-controlled entities Net cash used in investing activities

807,475 6,149 568 1,555 (351) (56,461) (456,313) (11,335) 216 (801) 76,448 367,150 (1,325) 6,643 372,468 (11,202) 361,266

(128,043) 4,892 35 27,680 (31,984) 369,006 3,510 124 (1,560) 66,953 310,613 (3,304) (44,685) 262,624 (8,782) 253,842

28

28

(135,744) (203,286) 4,288 (669) (69,118) 815 1,530 (402,184)

(65,720) (10,146) (113,255) 9,860 12,250 (6) 1,560 6,305 (159,152)

The accompanying notes form an integral part of these consolidated nancial statements. Global Logistic Properties Limited Annual Report 2011 69

F-9

STATEMENT OF CASH FLOWS

For the Financial Year Ended 31 March 2011 Note 2011 US$000 2010 US$000

Cash ows from nancing activities Contribution from non-controlling interests (Repayment of)/Proceeds from loans and advances from immediate holding company and related corporations Net proceeds from issue of ordinary shares Proceeds from bank loans Repayment of bank loans Proceeds from issue of bonds Redemption of bonds Redemption of preference shares issued by subsidiaries Deposits pledged Interest paid Dividends paid Net cash from nancing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Effect of exchange rate changes on cash balances held in foreign currencies Cash and cash equivalents at end of year
Signicant Non-Cash Transactions 1

4,157 (368,548) 2,507,212 322,638 (119,465) 502,057 (700,595) (780,769) (80,459) (135,128) 1,151,100 1,110,182 412,021 37,690 1,559,893

6,193 160,498 (12,986) (42,622) (30,673) 7,250 (67,121) (17,409) 3,130 97,820 304,147 10,054 412,021

14

On 27 August 2010, the Groups external bank loans amounting to USD313,600,000 were novated to a related corporation, resulting in an increase in interest-free inter-company advances. On 18 October 2010, pursuant to the master restructuring agreement, shareholders loans and intercompany advances from related parties of US$1,143,000,000 were capitalised by way of an issue and allocation of 817,647,411 new ordinary shares in the capital of the Company. Simultaneously, the Company acquired the entire share capital of Japan Logistic Properties 1 Private Limited, Japan Logistic Properties 2 Pte. Ltd., Japan Logistic Properties 3 Pte. Ltd. and Global Logistic Properties Holdings Limited by way of an issue and allotment of 1,567,139,305 new ordinary shares in the capital of the Company. On 5 January 2011, the Group acquired 53.1% equity interest in Airport City Development Co., Ltd. for an aggregate consideration of approximately RMB2,434,000,000 (equivalent to approximately US$368,800,000), to be settled by way of cash and shares. On 12 January 2011, 88,905,000 new ordinary shares in the capital of the Company was issued as share consideration for the acquisition. During the year ended 31 March 2010, the non-controlling shareholder of a subsidiary made a capital contribution to the subsidiary through the assignment of land to be developed as an investment property to the subsidiary. The fair value of the land was assessed to be approximately US$10,211,000 on the date of capital contribution. During the year ended 31 March 2010, each of the then equity holders Global Logistic Properties Holdings Limited, contributed capital of US$1,000,000 to the entity respectively.

The accompanying notes form an integral part of these consolidated nancial statements. 70 Global Logistic Properties Limited Annual Report 2011

F-10

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

Notes to the nancial statements

These notes form an integral part of the nancial statements. The nancial statements were authorised for issue by the Board of Directors on 2 June 2011.

Domicile and activities

Global Logistic Properties Limited (the Company) is incorporated in the Republic of Singapore and has its registered ofce at 50 Rafes Place, #32-01, Singapore Land Tower, Singapore 048623. The principal activities of the Company and its subsidiaries are those of an investment holding and provision of distribution facilities and services. On 15 September 2010, the Company changed its name from Reco China Logistics Private Limited to Global Logistic Properties Pte. Ltd. On 17 September 2010, the Company converted into a public company limited by shares and changed its name to Global Logistic Properties Limited. The Company was listed on the Mainboard of the Singapore Exchange Securities Trading Limited (SGX-ST) on 18 October 2010. The immediate and ultimate holding companies of the Company are Recosia Pte. Ltd. and Government of Singapore Investment Corporation (Realty) Private Limited (GIC Realty) respectively. Both companies are incorporated in the Republic of Singapore. The consolidated nancial statements relate to the Company and its subsidiaries (together referred to as the Group) and the Groups interests in jointly-controlled entities.

Basis of preparation
(a) Corporate reorganisation On 27 September 2010, the Company entered into a master restructuring agreement (as dened herein, the Master Restructuring Agreement), which include: (i) the acquisition of 100% interests in Japan Logistic Properties 1 Private Limited (JLP 1), Japan Logistic Properties 2 Pte. Ltd. (JLP 2) and Japan Logistic Properties 3 Pte. Ltd. (JLP 3) from Reco Platinum Pte Ltd (Reco Platinum), Reco Benet Private Limited (Reco Benet) and Reco Heir Private Limited (Reco Heir) respectively (the Japan Reorganisation) by way of an issue and allotment of an aggregated 1,187,433,000 new ordinary shares in the capital of the Company; the acquisition of 50% interests in Global Logistic Properties Holdings Limited (GLPH) from Reco Logistics Management Private Limited (Reco Logistics) (the GLPH Reorganisation) and the remaining 50% interests in GLPH from Schwartz-Mei Group Limited (SMG), which is controlled by two directors of the Company (the GLPH Acquisition) by way of an issue and allotment of 189,853,000 new ordinary shares in the capital of the Company to each equity holder. In connection with the acquisition of GLPH from Reco Logistics Management and SMG, the Company issued and allocated 31,583,000 new ordinary shares to GLP Associate Benets Co. Ltd. for the benet of eligible employees; and the redemption of preferred equity of the Japanese subsidiaries of JLP 1, JLP 2 and JLP 3 with an aggregate amount of JPY63,899,700,000 (equivalent to approximately US$780,769,000) which were held by certain subsidiaries of GIC Realty and the subscription of new preferred equity by the Group of the same amount in replacement thereof.

(ii)

(iii)

Global Logistic Properties Limited Annual Report 2011

71

F-11

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

Basis of preparation (contd)

(a) Corporate reorganisation (contd) The ultimate holding company of Reco Platinum, Reco Benet, Reco Heir and Reco Logistics is GIC Realty. The Japan Reorganisation and the GLPH Reorganisation are considered to be acquisitions of equity interests by entities under common control and therefore the entities acquired by the Group pursuant to these reorganisations have been accounted for in a manner similar to the pooling-of-interests method. Accordingly, the assets and liabilities of these entities have been included in the nancial statements at their historical carrying amounts. Although the master restructuring agreement was entered into on 27 September 2010 and was effective on 18 October 2010, the nancial statements present the nancial condition, results of operations and cash ows as if the reorganisations had occurred as of the beginning of the earliest period presented. (b) Statement of compliance The nancial statements are prepared in accordance with Singapore Financial Reporting Standards (FRS). (c) Basis of measurement The nancial statements have been prepared on the historical cost basis except for certain assets and liabilities which are measured at fair value as described below. (d) Functional and presentation currency The nancial statements are presented in United States dollars (US dollars or US$), which is the Companys functional currency. All nancial information presented in US dollars has been rounded to the nearest thousand, unless otherwise stated. (e) Use of estimates and judgements The preparation of nancial statements in conformity with FRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Information about critical judgments in applying accounting policies that have the most signicant effect on the amounts recognised in the nancial statements is included in the following notes: Note 4 Valuation of investment properties Note 28 Valuation of assets and liabilities acquired in business combination Note 30 Valuation of nancial instruments Information about assumptions and estimation uncertainties that have a signicant risk of resulting in a material adjustment within the next nancial year are included in the following notes: Note 7 Utilisation of tax losses

72

Global Logistic Properties Limited Annual Report 2011

F-12

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

Basis of preparation (contd)

(f) Changes in accounting policies (i) Accounting for business combination The Group has applied FRS 103 Business Combinations (2009) in its accounting for business combinations. Business combinations are now accounted for using the acquisition method as at the acquisition date (see Note 3(a)(i)). Previously, business combinations were accounted for under the purchase method. The cost of an acquisition was measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. The excess of the Groups interest in the net fair value of the identiable assets, liabilities and contingent liabilities over the cost of acquisition was credited to prot or loss in the period of acquisition. For business acquisitions that were achieved in stages, any existing equity interests in the acquiree were not re-measured to their fair value. Contingent consideration was recognised as an adjustment to the cost of acquisition only when it was probable and could be measured reliably. The change in accounting policy has been applied prospectively to new business combinations occurring on or after 1 April 2010 and has no impact on earnings per share. (ii) Accounting for acquisitions of non-controlling interests From 1 January 2010, the Group has applied FRS 27 Consolidated and Separate Financial Statements (2009) in accounting for acquisitions of non-controlling interests. See Note 3(a)(vi) for the new accounting policy. Previously, goodwill was recognised on the acquisition of non-controlling interests in a subsidiary, which represented the excess of the cost of the additional investment over the carrying amount of the interest in the net assets acquired at the date of the transaction. The change in accounting policy has been applied prospectively and has no impact on earnings per share.

Signicant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these nancial statements, and have been applied consistently by the Group entities, except as explained in Note 2(f), which addresses changes in accounting policies. (a) Basis of consolidation (i) Business combinations Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the nancial and operating policies of an entity so as to obtain benets from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in prot or loss. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.

Global Logistic Properties Limited Annual Report 2011

73

F-13

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

Signicant accounting policies (contd)

(a) Basis of consolidation (contd) (i) Business combinations (contd) Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classied as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in prot or loss. The Group elects on a transaction-by-transaction basis whether to measure non-controlling interests at fair value, or at their proportionate share of the recognised amount of the identiable net assets of the acquiree, at the acquisition date. If the business combination is achieved in stages, the Groups previously held equity interest in the acquiree is remeasured to fair value as at the acquisition date through prot or loss. (ii) Subsidiaries Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the nancial and operating policies of an entity so as to obtain benets from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. The nancial statements of subsidiaries are included in the consolidated nancial statements from the date that control commences until the date that control ceases. Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the noncontrolling interests to have a decit balance. Changes in the Groups interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or decit arising on the loss of control is recognised in prot or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently, it is accounted for as an equity-accounted investee or as an available-for-sale nancial asset depending on the level of inuence retained. (iii) Special purpose entities The Group has also established a number of special purpose entities (SPE) for investment purposes. The Group may not have any direct or indirect shareholdings in these entities. An SPE is consolidated if, based on an evaluation of the substance of its relationship with the Group, and the SPEs risks and rewards, the Group concludes that it controls the SPE. SPEs controlled by the Group were established under terms that impose strict limitations on the decision-making powers of the SPEs management and that result in the Group receiving the majority of the benets related to the SPEs operations and net assets, being exposed to the majority of risks incident to the SPEs activities, and retaining the majority of the residual or ownership risks related to the SPEs or their assets. (iv) Acquisition of entities under common control For acquisition of entities interest under the common control, the identiable assets and liabilities were accounted for at their historical costs, in a manner similar to the pooling-of-interests method of accounting. Any excess or deciency between the amounts recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount recorded for the share capital acquired is recognised directly in equity.

74

Global Logistic Properties Limited Annual Report 2011

F-14

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

Signicant accounting policies (contd)

(a) Basis of consolidation (contd) (v) Investments in jointly-controlled entities Jointly-controlled entities are those entities over whose activities the Group has joint control, established by contractual agreement and requiring unanimous consent for strategic nancial and operating decisions. Jointly-controlled entities (collectively referred to as equity accounted investees) are accounted using the equity method and are recognised initially at cost. The costs of the investments include transaction costs. The Groups investments include goodwill identied on acquisition, net of any accumulated impairment losses. The consolidated nancial statements include the Groups share of the income, expenses and equity movements of equity accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that signicant inuence or joint control commences until the date that signicant inuence or joint control ceases. When the Groups share of losses exceeds its interest in equity accounted investee, the carrying amount of that interest, including any long-term investments, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee. (vi) Acquisitions of non-controlling interests Acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognised as a result of such transactions. (vii) Transactions eliminated on combination Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions, are eliminated in preparing the consolidated nancial statements. Unrealised gains arising from transactions with jointly-controlled entities are eliminated against the investment to the extent of the Groups interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. (viii) Accounting for subsidiaries and jointly-controlled entities by the Company Investments in subsidiaries and jointly-controlled entities are stated in the Companys balance sheet at cost less accumulated impairment losses. (b) Foreign currencies (i) Foreign currency transactions Items included in the nancial statements of each entity in the Group are measured using the currency that best reects the economic substance of the underlying events and circumstances relevant to that entity (the functional currency). Transactions in foreign currencies are translated to the respective functional currencies of Groups entities at the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date on which the fair value was determined. Non-monetary items in a foreign currency that are measured in terms of historical costs are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are recognised in prot or loss, except for differences arising on the retranslation of available-for-sale equity instruments, a nancial liability designated as a hedge of the net investment in a foreign operation (see (iii) below), or qualifying cash ow hedges, which are recognised in other comprehensive income. Global Logistic Properties Limited Annual Report 2011 75

F-15

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

Signicant accounting policies (contd)

(b) Foreign currencies (contd) (ii) Foreign operations The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to US dollars at exchange rates at the reporting date. The income and expenses of foreign operations are translated to US dollars at exchange rates prevailing at the dates of the transactions. Goodwill and fair value adjustments arising from the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate. Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve (translation reserve) in equity. However, if the operation is not a wholly-owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the noncontrolling interests. When a foreign operation is disposed of such that control, signicant inuence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is transferred to prot or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in a jointly-controlled entity that includes a foreign operation while retaining signicant inuence or joint control, the relevant proportion of the cumulative amount is reclassied to prot or loss. When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation. These are recognised in other comprehensive income, and are presented in the translation reserve in equity. (iii) Hedge of a net investment in foreign operation The Group applies hedge accounting to foreign currency differences arising between the functional currency of the foreign operation and the Companys functional currency (US dollars), regardless of whether the net investment is held directly or through an intermediate parent. Foreign currency differences arising on the retranslation of a nancial liability designated as a hedge of a net investment in a foreign operation are recognised in other comprehensive income to the extent the hedge is effective, and presented within equity in the foreign currency translation reserve. To the extent that the hedge is ineffective, such differences are recognised in prot or loss. When the hedged net investment is disposed of, the relevant amount in the foreign currency translation reserve is transferred to prot or loss as part of the prot or loss on disposal. (c) Financial instruments (i) Non-derivative nancial instruments The Group initially recognises loans and receivables and deposits on the date that they are originated. All other nancial assets are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a nancial asset when the contractual rights to the cash ows from the asset expire, or it transfers the rights to receive the contractual cash ows on the nancial asset in a transaction in which substantially all the risks and rewards of ownership of the nancial asset are transferred. Any interest in transferred nancial assets that is created or retained by the Group is recognised as a separate asset or liability. Financial assets and liabilities are offset and the net amount presented in the balance sheet when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. 76 Global Logistic Properties Limited Annual Report 2011

F-16

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

Signicant accounting policies (contd)

(c) Financial instruments (contd) (i) Non-derivative nancial instruments (contd) The Group classies non-derivative nancial assets into the following categories: loans and receivables and available-for-sale nancial assets. Loans and receivables Loans and receivables are nancial assets with xed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. Loans and receivables comprise cash and cash equivalents, trade and other receivables, except prepayments. Cash and cash equivalents comprise cash balances and bank deposits. Available-for-sale nancial assets Available-for-sale nancial assets are non-derivative nancial assets that are designated as available for sale or are not classied in any of the above categories of nancial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses (see Note 3(g)) are recognised in other comprehensive income and presented in the fair value reserve in equity. When an investment is derecognised, the gain or loss accumulated in equity is reclassied to prot or loss. Available-for-sale nancial assets comprise equity securities. (ii) Non-derivative nancial liabilities The Group initially recognises debt securities issued and subordinated liabilities on the date that they are originated. All other nancial liabilities are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a nancial liability when its contractual obligations are discharged or cancelled or expire. Financial assets and liabilities are offset and the net amount presented in the balance sheet when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. The Group has the following non-derivative nancial liabilities, loans and borrowings, and trade and other payables. Such nancial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these nancial liabilities are measured at amortised cost using the effective interest method. (iii) Share capital Ordinary shares are classied as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

Global Logistic Properties Limited Annual Report 2011

77

F-17

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

Signicant accounting policies (contd)

(c) Financial instruments (contd) (iv) Derivative nancial instruments, including hedge accounting The Group holds derivative nancial instruments to hedge its interest rate risk exposures. On initial designation of the derivative as the hedging instrument, the Group formally documents the relationship between the hedging instrument and hedged item, including the risk management objectives and strategy in undertaking the hedge transaction and the hedged risk, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, of whether the hedging instruments are expected to be highly effective in offsetting the changes in the fair value or cash ows of the respective hedged items attributable to the hedged risk, and whether the actual results of each hedge are within a range of 80%-125%. For a cash ow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash ows that could ultimately affect reported prot or loss. Derivatives are recognised initially at fair value; attributable transaction costs are recognised in prot or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and therein are accounted as described below. Cash ow hedges When a derivative is designated as the hedging instrument in a hedge of the variability in cash ows attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction that could affect prot or loss, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and presented in hedging reserve in equity. The amount recognised in other comprehensive income is removed and included in prot or loss in the same period as the hedged cash ows affect prot or loss under the same line item in the income statement as the hedged item. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in the prot or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognised in other comprehensive income and presented in the hedging reserve in equity remains there until the forecast transaction affects prot or loss. When the hedged item is a non-nancial asset, the amount recognised in other comprehensive income is transferred to the carrying amount of the asset when the asset is recognised. If the forecast transaction is no longer expected to occur, then the balance in other comprehensive income is recognised immediately in prot or loss. In other cases, the amount recognised in other comprehensive income is transferred to prot or loss in the same period that the hedged item affects prot or loss. Other non-trading derivatives When a derivative nancial instrument is not held for trading, and is not designated in a qualifying hedge relationship, all changes in its fair value are recognised immediately in prot or loss. (d) Plant and equipment Plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. Subsequent expenditure relating to plant and equipment that has already been recognised is added to the carrying amount of the asset when it is probable that future economic benets, in excess of the originally assessed standard of performance of the existing asset, will ow to the Group. All other subsequent expenditure is recognised as an expense in the period in which it is incurred. 78 Global Logistic Properties Limited Annual Report 2011

F-18

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

Signicant accounting policies (contd)

(d) Plant and equipment (contd) Depreciation is recognised on a straight-line basis over their estimated useful lives of furniture, ttings and equipment ranging from 2 to 10 years. The assets residual values, useful lives and depreciation methods are reviewed, and adjusted if necessary, at each reporting date. (e) Intangible assets (i) Goodwill Goodwill represents the excess of the cost of the acquisition over the Groups interest in the net fair value of the identiable assets, liabilities and contingent liabilities of the acquiree. Goodwill arising on the acquisition of a non-controlling interest in a subsidiary represents the excess of the cost of the additional investment over the carrying amount of the net assets acquired at the date of exchange. Goodwill arising on the acquisition of subsidiaries is presented in intangible assets. Goodwill arising on the acquisition of jointly-controlled entities is presented together with investments in jointly-controlled entities. Goodwill is measured at cost less accumulated impairment losses, and tested for impairment. Negative goodwill is recognised immediately in prot or loss. (ii) Other intangible assets Other intangible assets that are acquired by the Group and have nite useful lives are measured at costs less accumulated amortisation and accumulated impairment losses. (iii) Amortisation Amortisation is calculated over the cost of the asset, less its residual value. Amortisation is recognised in prot or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use, since this most clearly reects the expected pattern of consumption of the future economic benets embodied in the asset. The estimated useful lives of intangible assets are as follows: Trademarks Non-competition (f) Investment properties Investment properties are properties held either to earn rental income or for capital appreciation or both. Investment properties comprise completed investment properties, investment properties under re-development, properties under development and land held for development. They are not for sale in the ordinary course of business, used in the production or supply of goods or services, or for administrative purposes. Land held for development represents lease prepayments for acquiring rights to use land in the Peoples Republic of China (PRC) with periods ranging from 40 to 50 years. Such rights granted with consideration are recognised initially at acquisition cost less accumulated amortisation of these rights over the lease period. 20 years over the term of relevant agreement

Global Logistic Properties Limited Annual Report 2011

79

F-19

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

Signicant accounting policies (contd)

(f) Investment properties (contd) (i) Completed investment properties and investment properties under re-development Completed investment properties and investment properties under re-development are measured at fair value with any changes therein recognised in prot or loss. When an investment property is disposed of, the resulting gain or loss recognised in prot or loss is the difference between net disposal proceeds and the carrying amount of the property. (ii) Properties under development and land held for development Property that is being constructed or developed for future use as investment property is initially recognised at cost, including transaction costs, and subsequently at fair value with any change therein recognised in prot or loss. (g) Impairment (i) Financial assets (including receivables) A nancial asset not carried at fair value through prot or loss is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A nancial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash ows of that asset that can be estimated reliably. Objective evidence that nancial assets are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy. The Group considers evidence of impairment for receivables at both a specic asset and collective level. All individually signicant receivables are assessed for specic impairment. All individually signicant receivables found not to be specically impaired are then collectively assessed for any impairment that has been incurred but not yet identied. Receivables that are not individually signicant are collectively assessed for impairment by grouping together receivables with similar risk characteristics. In assessing collective impairment, the Group uses historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for managements judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends. An impairment loss in respect of a nancial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash ows discounted at the assets original effective interest rate. Losses are recognised in prot or loss and reected in an allowance account against receivables. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through prot or loss. (ii) Non-nancial assets The carrying amounts of the Groups non-nancial assets, other than investment properties and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the assets recoverable amount is estimated. For goodwill, and intangible assets that have indenite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same time. 80 Global Logistic Properties Limited Annual Report 2011

F-20

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

Signicant accounting policies (contd)

(g) Impairment (contd) (ii) Non-nancial assets (contd) The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash ows are discounted to their present value using a pre-tax discount rate that reects current market assessments of the time value of money and the risks specic to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inows from continuing use that are largely independent of the cash inows of other assets or groups of assets (the cash-generating unit, or CGU). Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment is tested reects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benet from the synergies of the combination. The Groups corporate assets do not generate separate cash inows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs. An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in prot or loss. Impairment losses recognised in respect of CGUs are allocated rst to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis. An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Goodwill that forms part of the carrying amount of an investment in jointly-controlled entity is not recognised separately, and therefore is not tested for impairment separately. Instead, the entire amount of the investment in a jointly-controlled entity is tested for impairment as a single asset when there is objective evidence that the investment may be impaired. (h) Employee benets (i) Dened contribution plans A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to dened contribution pension plans are recognised as employee benet expense in prot or loss in the periods during which services are rendered by employees. (ii) Short-term employee benets Short-term employee benet obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or prot-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

Global Logistic Properties Limited Annual Report 2011

81

F-21

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

Signicant accounting policies (contd)

(h) Employee benets (contd) (iii) Employee leave entitlement Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date. (iv) Share-based payment For equity-settled share-based payment transactions, the fair value of the services received is recognised as an expense with a corresponding increase in equity over the vesting period during which the employees become unconditionally entitled to the equity instrument. The fair value of the services received is determined by reference to the fair value of the equity instrument granted at the date of the grant. At each reporting date, the number of equity instruments that are expected to be vested are estimated. The impact on the revision of original estimates is recognised as an expense and as a corresponding adjustment to equity over the remaining vesting period, unless the revision to original estimates is due to market conditions. No adjustment is made if the revision or actual outcome differs from the original estimate due to market conditions. For cash-settled share-based payment transactions, the fair value of the goods or services received is recognised as an expense with a corresponding increase in liability. The fair value of the services received is determined by reference to the fair value of the liability. Until the liability is settled, the fair value of the liability is remeasured at each reporting date and at the date of settlement, with any changes in fair value recognised as an expense for the period. The proceeds received from the exercise of the equity instruments, net of any directly attributable transaction costs, are credited to share capital when the equity instruments are exercised. (i) Provision A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outow of economic benets will be required to settle the obligation. Provisions are determined by discounting the expected future cash ows at the pre-tax rate that reects current market assessments of the time value of money and the risks specic to the liability. The unwinding of the discount is recognised as nance cost. (j) Leases When entities within the Group are lessees of an operating lease Where the Group has the use of assets under operating leases, payments made under the leases are recognised in prot or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised in prot or loss as an integral part of the total lease payments made. Contingent rentals are charged to prot or loss in the accounting period in which they are incurred. When entities within the Group are lessors of an operating lease Assets subject to operating leases are included in investment properties (see Note 3(f)). (k) Revenue recognition Rental income Rental income receivable under operating leases is recognised in prot or loss on a straight-line basis over the term of the lease, except where an alternative basis is more representative of the pattern of benets to be derived from the leased asset. Lease incentives granted are recognised as an integral part of the total rental income to be received. Contingent rentals are recognised as income in the accounting period in which they are earned. 82 Global Logistic Properties Limited Annual Report 2011

F-22

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

Signicant accounting policies (contd)

(k) Revenue recognition (contd) Management fee income Management fee income is recognised in prot or loss as and when services are rendered. Dividend income Dividend income is recognised on the date that the Groups right to receive payment is established. (l) Government grants Grants that compensate the Group for expenses already incurred or for purpose of giving immediate nancial support with no future related costs are recognised in prot or loss in the period in which it becomes receivable. (m) Finance income and expenses Finance income comprises interest income on funds invested (including available-for-sale nancial assets), gains on disposal of available-for-sale nancial assets, gains on hedging instruments that are recognised in prot or loss. Interest income is recognised as it accrues in prot or loss, using the effective interest method. Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions and contingent consideration, losses on disposal of available-for-sale nancial assets, impairment losses recognised on nancial assets (other than trade receivables), and losses on hedging instruments that are recognised in prot or loss. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in prot or loss using the effective interest method. Foreign currency gains and losses are reported on a net basis as either nance income or nance costs depending on whether foreign currency movements are in a net gain or net loss position. (n) Income tax expense Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in prot or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for nancial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable prot or loss, and differences relating to investments in subsidiaries and jointly-controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable prots will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benet will be realised.

Global Logistic Properties Limited Annual Report 2011

83

F-23

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

Signicant accounting policies (contd)

(o) Earnings per share The Group presents basic and diluted earnings per share (EPS) data for ordinary shares. Basic EPS is calculated by dividing the prot or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for events, other than the conversion of potential ordinary shares, that have changed the number of ordinary shares outstanding without a corresponding change in resources. Diluted EPS is determined by adjusting the prot or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, and for the effects of all dilutive potential ordinary shares. (p) Segment reporting An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Groups other components. All operating segments operating results are reviewed regularly by the Groups Chief Operating Decision Maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete nancial information is available. (q) Related parties For the purposes of these nancial statements, parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise signicant inuence over the party in making nancial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common signicant inuence. Related parties may be individuals or other entities. (r) New standards and interpretations not adopted A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 April 2010, and have not been applied in preparing these nancial statements. None of these are expected to have a signicant impact on the nancial statements of the Group.

Investment properties
Group 2011 US$000 At April 1 Additions Disposals Acquisition of subsidiaries Borrowing cost capitalised Development fees capitalised Changes in fair value Effect of movements in exchange rates At March 31 Comprising: Completed investment properties Investment properties under re-development Properties under development Land held for development 6,528,973 208,524 (8,601) 1,180,639 1,947 8,637 456,313 701,870 9,078,302 2010 US$000 6,374,448 117,856 (9,860) 147,721 168 5,609 (369,006) 262,037 6,528,973

7,729,018 122,464 570,159 656,661 9,078,302

6,187,031 33,191 79,834 228,917 6,528,973

84

Global Logistic Properties Limited Annual Report 2011

F-24

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

Investment properties (contd)

Properties under development and land held for development are stated at fair value as at 31 March 2011. Investment properties are held mainly for use by external customers under operating leases. Generally, the leases contain an initial non-cancellable period of one to twenty years. Subsequent renewals are negotiated with the lessees. There are no contingent rents arising from the lease of investment properties. Investment properties with carrying value totalling approximately US$8,008,481,000 as at 31 March 2011 (2010: US$5,807,046,000) were mortgaged to banks and bondholders to secure credit facilities for the Group (Note 18). Interest capitalised as costs of investment properties amounted to approximately US$1,947,000 (2010: US$168,000) during the year. In determining fair value, a combination of approaches were used, including the direct comparison, income capitalisation, discounted cash ow approach and residual approach. The direct comparison method involves the analysis of comparable sales of similar properties and adjusting the sale prices to that reective of the investment properties. The income capitalisation approach capitalises an income stream into a present value using single-year capitalisation rates, the income stream used is adjusted to market rentals currently being achieved within comparable investment properties and recent leasing transactions achieved within the investment property. The discounted cash ow method requires the valuer to assume a rental growth rate indicative of market and the selection of a target internal rate of return consistent with current market requirements. The residual approach values properties under development and land held for development by reference to its development potential and deducting development costs to be incurred, together with developers prot margin, assuming it was completed as at the date of valuation. In relying on the valuation reports, management has exercised its judgement and is satised that the valuation methods and estimates are reective of the current market conditions. The range of terminal capitalisation rates applied to the net cash ows to determine the fair value of properties under the discounted cash ows approach are as follows: Terminal capitalisation rate 2011 2010 % % PRC Japan 6.25 - 7.50 5.25 - 7.50 6.50 - 7.50 5.11 - 9.46

The fair value of investment properties assessed by independent valuers who hold recognised and relevant professional qualications and have recent experience in the location and category as at 31 March 2011 were US$9,078,302,000 (2010: US$6,528,973,000).

Global Logistic Properties Limited Annual Report 2011

85

F-25

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

Subsidiaries
Company 2011 2010 US$000 US$000 3,188,607 (a) (b) 960,181 508,827 4,657,615 903,540 903,540

Note

Unquoted equity shares, at cost Loans to subsidiaries: - Interest-free - Interest-bearing

(a)

The interest-free loans to subsidiaries are unsecured. The settlement of these amounts is neither planned nor likely to occur in the foreseeable future. As these amounts are, in substance, a part of the Companys net investment in subsidiaries, they are stated at cost less accumulated impairment losses. The interest-bearing loans to subsidiaries are unsecured and bear interest of 1.5% per annum. The settlement of these amounts is neither planned nor likely to occur in the foreseeable future. As these amounts are, in substance, a part of the Companys net investment in subsidiaries, they are stated at cost less accumulated impairment losses. Details of the subsidiaries are set out in Note 33.

(b)

(c)

Jointly-controlled entities
Group 2011 US$000 Interests in jointly-controlled entities See Note 33 for details of signicant jointly-controlled entities. The following amounts represent the Groups proportionate share of results, assets and liabilities of the jointly-controlled entities: Group 2011 US$000 Assets and liabilities Non-current assets Current assets Total assets Non-current liabilities Current liabilities Total liabilities Results Revenue Expenses Prot for the year Capital commitments in relation to interests in jointly-controlled entities Proportionate interest in jointly-controlled entities commitments 520,191 41,143 561,334 (152,751) (36,150) (188,901) 2010 US$000 449,393 96,824 546,217 (131,143) (99,605) (230,748) 372,433 2010 US$000 315,469

96,169 (39,708) 56,461 7,165 18,565

76,261 (44,277) 31,984 7,165 153,993

86

Global Logistic Properties Limited Annual Report 2011

F-26

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

Deferred tax
Movements in deferred tax assets and liabilities during the year are as follows: Effect of movements in exchange rates US$000 Recognised in prot or loss (Note 26) US$000

Group 2011 Deferred tax assets Unutilised tax losses Investment properties Interest rate swaps Others Deferred tax liabilities Investment properties Others Total 2010 Deferred tax assets Unutilised tax losses Investment properties Interest rate swaps Others Deferred tax liabilities Investment properties Others Total

At April 1 US$000

Acquisition of subsidiaries US$000

At March 31 US$000

7,128 12,015 1,636 59 20,838 (134,970) (828) (135,798) (114,960)

4,235 826 5,061 (127,937) (127,937) (122,876)

280 1,177 174 75 1,706 (13,264) (92) (13,356) (11,650)

419 (7,208) (555) 324 (7,020) (66,593) 179 (66,414) (73,434)

12,062 5,984 1,255 1,284 20,585 (342,764) (741) (343,505) (322,920)

5,964 4,313 1,414 59 11,750 (107,398) (1,062) (108,460) (96,710)

(2,275) (2,275) (2,275)

233 71 4 308 (3,605) (45) (3,650) (3,342)

1,164 7,469 151 (4) 8,780 (21,692) 279 (21,413) (12,633)

7,128 12,015 1,636 59 20,838 (134,970) (828) (135,798) (114,960)

Deferred tax liabilities and assets are offset when there is a legally enforceable right to set off current tax liabilities and when the deferred taxes relate to the same tax authority. The amounts determined after appropriate offsetting are included in the balance sheet as follows: Group 2011 US$000 Deferred tax assets Deferred tax liabilities 19,683 (342,603) 2010 US$000 20,232 (135,192)

Global Logistic Properties Limited Annual Report 2011

87

F-27

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

Deferred tax (contd)

Deferred tax assets have not been recognised in respect of the following items because it is not probable that future taxable prot will be available against which the Group can utilise the benets therefrom: Group 2011 US$000 Tax losses 78,400 2010 US$000 68,460

Tax losses are subject to agreement by the tax authorities and compliance with tax regulations in the respective countries in which the subsidiaries operate. Unrecognised tax losses amounting to US$73,673,000 (2010:US$68,460,000) will expire within 1 to 5 years.

Plant and equipment

Furniture, ttings and equipment US$000

Group Cost At 1 April 2009 Additions At 31 March 2010 Additions Acquisition of subsidiaries Effect of movements in exchange rates At 31 March 2011 Accumulated depreciation At 1 April 2009 Depreciation charge for the year At 31 March 2010 Depreciation charge for the year Acquisition of subsidiaries Effect of movements in exchange rates At 31 March 2011 Carrying amounts At 1 April 2009 At 31 March 2010 At 31 March 2011

195 6 201 524 8,496 290 9,511

91 35 126 568 4,069 128 4,891

104 75 4,620

88

Global Logistic Properties Limited Annual Report 2011

F-28

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

Intangible assets
Noncompetition US$000

Group Cost At 1 April 2010 Acquisition of subsidiaries At 31 March 2011 Accumulated amortisation At 1 April 2010 Amortisation for the year At 31 March 2011 Carrying amounts At 1 April 2010 At 31 March 2011 Impairment test for goodwill

Goodwill US$000

Trademark US$000

Total US$000

443,230 443,230

40,400 40,400

7,100 7,100

490,730 490,730

913 913

642 642

1,555 1,555

443,230

39,487

6,458

489,175

For the purpose of goodwill impairment testing, the aggregate carrying amount of goodwill allocated to each cashgenerating unit (CGU) as at 31 March 2011 and the key assumptions used in the calculation of recoverable amounts in respect of terminal growth rate and discount rate are as follows: Carrying amount 2011 2010 US$000 US$000 228,092 141,467 73,671 443,230 Discount rate 2011 2010 % % 8.00 5.00 8.00 Terminal growth rate 2011 2010 % % 3.00 1.00 3.00

Group GLP China1, 2 GLP Japan1 Airport City Development Group (ACL Group) Total
1

Relates to the leasing of logistic facilities and provision of asset management services Excludes the ACL Group

The recoverable amount of the CGUs is determined based on value in use calculation. The value in use calculation is a discounted cash ow model using cash ow projections based on the most recent budgets and forecasts approved by management covering ve years. Cash ows beyond these periods are extrapolated using the estimated terminal growth rates stated in the table above. The discount rate applied is the weighted average cost of capital from the relevant business segment. The terminal growth rate used for each CGU does not exceed managements expectation of the long term average growth rate of the respective industry and country in which the CGU operates. The Group believes that any reasonably possible changes in the above key assumptions applied are not likely to materially cause the recoverable amount to be lower than its carrying amount.

Global Logistic Properties Limited Annual Report 2011

89

F-29

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

10

Other investment
Group 2011 US$000 Available-for-sale investment 62,689 2010 US$000

During the year, the Group acquired a 19.9% equity interest in Shenzhen Chiwan Petroleum Supply Base Co., Ltd., which is listed on the Shenzhen Stock Exchange for a consideration of HK$539,207,500 (equivalent to approximately US$69,117,000). The investment was stated at fair value at the balance sheet date.

11

Other non-current assets

Group 2011 US$000 Trade receivables Deposits Prepayments 15,732 1,982 4,627 22,341 2010 US$000 12,894 4,457 17,351

Trade receivables comprise non-current rent receivables. Management has assessed that no allowance for impairment losses is required in respect of the Groups non-current rent receivables.

12

Trade and other receivables

Group 2011 US$000 Trade receivables Impairment losses Net trade receivables Amounts due from subsidiaries (non-trade and interest-bearing) Amounts due from related corporations: - trade - non-trade and interest-free Amounts due from jointly-controlled entities: - trade - non-trade and interest-free Amounts due from non-controlling interests (non-trade and interest-free) Loans to non-controlling interests Notes receivable from related corporations 9,346 (263) 9,083 2010 US$000 9,657 (117) 9,540 Company 2011 2010 US$000 US$000

598 15 37 650

673 38 974 30,615 32,300

431,609 431,609

90

Global Logistic Properties Limited Annual Report 2011

F-30

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

12

Trade and other receivables (contd)

Group 2011 US$000 Deposits Other receivables Impairment losses Prepayments 43,332 10,028 (86) 9,942 27,593 90,600 2010 US$000 50,089 3,702 (530) 3,172 8,126 103,227 Company 2011 2010 US$000 US$000 118 3 3 273 432,003

The non-trade balances due from subsidiaries, related corporations, jointly-controlled entities and non-controlling interests are unsecured and repayable on demand. The effective interest rate of amounts due from subsidiaries as at 31 March 2011 is 4.79% (2010: Nil%) per annum. At 31 March 2010, the effective interest rate of loans to non-controlling interests and notes receivable from related corporations were 4.00% and 1.23% per annum respectively. Deposits include an amount of US$43,132,000 (2010: US$47,577,000) in relation to the acquisition of new investments. Other receivables comprise principally interest receivables and other recoverables. Prepayments include prepaid construction costs of US$20,399,000 (2010: US$6,850,000). (a) The maximum exposure to credit risk for loans and receivables at the reporting date (by country) is: Allowance for doubtful receivables 2011 US$000 Allowance for doubtful receivables 2010 US$000

Gross 2011 US$000 Group PRC Japan Singapore

Gross 2010 US$000

60,041 3,062 253 63,356

(349) (349)

91,642 4,106 95,748

(647) (647)

Company Singapore

431,730

Global Logistic Properties Limited Annual Report 2011

91

F-31

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

12

Trade and other receivables (contd)

(b) The ageing of loans and receivables at the reporting date is: Allowance for doubtful receivables 2011 US$000 Allowance for doubtful receivables 2010 US$000

Gross 2011 US$000 Group Not past due Past due 1 30 days Past due 31 90 days More than 90 days

Gross 2010 US$000

59,441 2,463 1,050 402 63,356

(349) (349)

91,584 2,074 1,255 835 95,748

(647) (647)

Company Not past due

431,730 431,730

The Groups historical experience in the collection of accounts receivables falls within the recorded allowances. The Group believes that no additional credit risk beyond the amounts provided for collection losses is inherent in the Groups trade receivables, based on historical payment behaviours and the security deposits held. The majority of the trade receivables are mainly from tenants that have good credit records with the Group. The allowance account in respect of trade receivables is used to record impairment losses unless the Group is satised that no recovery of the amount owing is possible; at that point the amounts are considered irrecoverable and are written off against the nancial asset directly. (c) The movement in allowances for doubtful debts in respect of loans and receivables during the year is as follows: Group 2011 US$000 At April 1 Impairment loss recognised Impairment loss utilised Effect of movements in exchange rates At March 31 647 216 (532) 18 349 2010 US$000 523 124 647 Company 2011 2010 US$000 US$000

13

Financial derivatives
Group 2011 US$000 Financial derivative assets Interest rate swaps Financial derivative liabilities Interest rate swaps (non-current) Interest rate swaps (current) 2010 US$000

33

10,426 14,682 25,108

16,652 16,077 32,729

92

Global Logistic Properties Limited Annual Report 2011

F-32

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

14

Cash and cash equivalents

Group 2011 US$000 Fixed deposits with nancial institutions Cash at bank Cash and cash equivalents in the statement of cash ows 10,063 1,549,830 1,559,893 2010 US$000 100,300 311,721 412,021 Company 2011 2010 US$000 US$000 924,367 924,367

The effective interest rates relating to xed deposits with nancial institutions at the balance sheet date ranged from 0.03% to 0.40% (2010: 0.04% to 0.66%) per annum. Interest rates reprice at intervals of one to twelve months.

15

Share capital
Company 2011 2010 No. of shares No. of shares 000 000 Fully paid ordinary shares, with no par value: At April 1 Sub-division of ordinary shares, via share split Issue of shares At March 31
* Less than 1,000 shares

* 366,071 4,229,524 4,595,595

* * *

Pursuant to the Extraordinary General Meeting held on 24 September 2010, each of the two ordinary shares in the capital of the Company were sub-divided into 183,035,676 shares and allocated to its immediate holding company. On 18 October 2010, pursuant to the Master Restructuring Agreement, the shareholders loans and intercompany advances from related parties of US$1,143,000,000 were capitalised by way of an issue and allocation of 817,648,000 new ordinary shares in the capital of the Company. Simultaneously, the Company acquired the entire share capital of JLP 1, JLP 2, JLP 3 and GLPH by way of an issue and allotment of 1,567,139,000 new ordinary shares in the capital of the Company. In connection with the acquisition of GLPH from Reco Logistics Management and SMG, the Company issued and allocated 31,583,000 new ordinary shares to GLP Associate Benets Co. Ltd. for the benet of eligible employees. On 18 October 2010, pursuant to its initial public offering, the Company issued an additional 1,724,249,000 new ordinary shares in the capital of the Company at the issue price of S$1.96 (equivalent to approximately US$1.51) per share for an aggregated proceeds of US$2,608,989,000. Listing and professional fees directly attributable to the issue of ordinary shares of US$101,774,000 are recognised as a deduction from equity, net of any tax effects. On 5 January 2011, the Group acquired 53.1% equity interest in Airport City Development Co., Ltd. for an aggregate consideration of approximately RMB2,483,000,000 (equivalent to approximately US$368,800,000) to be settled by way of cash and ordinary shares of the Company. On 12 January 2011, 88,905,000 new ordinary shares in the capital of the Company was issued as share consideration for the acquisition. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Companys residual assets.

Global Logistic Properties Limited Annual Report 2011

93

F-33

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

15

Share capital (contd)

Capital management The Groups objectives when managing capital are to build a strong capital base so as to sustain the future developments of its business and to maintain an optimal capital structure to maximise shareholders value. The Group denes capital as including all components of equity plus loans from its immediate holding company and related corporations with no xed terms of repayment. The Groups capital structure is regularly reviewed and managed with due regard to the capital management practices of the group to which the Company belongs. Adjustments are made to the capital structure in light of changes in economic conditions, regulatory requirements and business strategies affecting the Group. The Group also monitors capital using a net debt to equity ratio, which is dened as net borrowings divided by total equity (including non-controlling interests). Group 2011 US$000 Gross borrowings Less: Cash and cash equivalents Net debt Total equity Net debt to equity ratio 3,692,167 (1,559,893) 2,132,274 6,984,115 0.31 2010 US$000 3,380,580 (412,021) 2,968,559 2,342,419 1.27

The Group seeks to strike a balance between the higher returns that might be possible with higher levels of borrowings and the liquidity and security afforded by a sound capital position. There were no changes in the Groups approach to capital management during the year. Except for the requirement on the maintenance of statutory reserve fund by subsidiaries incorporated in the PRC, there are no externally imposed capital requirements.

16

Reserves
Group 2011 US$000 Capital reserve Equity compensation reserve Currency translation reserve Hedging reserve Fair value reserve Other reserve Retained earnings 78,242 1,347 352,887 (252) (6,428) (699,778) 951,453 677,471 2010 US$000 83,036 142,255 1,040,102 300,829 1,566,222 Company 2011 2010 US$000 US$000 1,347 67,287 68,634 (9,541) (9,541)

The capital reserve comprises mainly capital contributions from the immediate holding company and the Groups share of the statutory reserve of its PRC-incorporated subsidiaries. Subsidiaries incorporated in the PRC are required by the Foreign Enterprise Law to contribute and maintain a non-distributable statutory reserve fund whose utilisation is subject to approval by the relevant PRC authorities.

94

Global Logistic Properties Limited Annual Report 2011

F-34

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

16

Reserves (contd)
The equity compensation reserve comprises the cumulative value of employee services received for the issue of the shares under the Companys Performance Share Plan and Restricted Share Plan. The currency translation reserve comprises all foreign exchange differences arising from the translation of the nancial statements of foreign operations, as well as from the translation of liabilities that hedge the Companys net investment in a foreign operation. The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash ow hedging instruments related to hedged transactions that have not yet occurred. The fair value reserve comprises the cumulative net change in the fair value of available-for-sale nancial assets until the investments are derecognised or impaired. Other reserve comprises the pre-acquisition reserves of those common control entities that were acquired as part of the Japan Reorganisation and GLPH Reorganisation.

17

Non-controlling interests
Group 2011 US$000 Preferred equity Share of net assets of non-controlling shareholders 364,948 364,948 2010 US$000 697,856 78,341 776,197

Preferred equity relates to the preference shares issued by subsidiaries of JLP 1, JLP 2 and JLP 3 to certain subsidiaries of GIC Realty, net of transaction costs and cumulative dividends payable to holders of these preference shares. The holders of the preference shares are entitled to a dividend that would be paid on a cumulative and non-participation basis at an amount ranging from 2.0% to 4.0% per annum of the principal value of the preference shares. The preference shares are redeemable and dividends are payable only at the discretion of the subsidiaries. The preference shareholders residual interest in the subsidiaries is limited to the principal amount of the preference shares. In connection with the Master Restructuring Agreement, on 18 October 2010, the preferred equity held by certain subsidiaries of GIC Realty were redeemed and a wholly-owned subsidiary of the Group subscribed for new preferred equity in replacement thereof. Share of net assets of non-controlling shareholders pertains to non-controlling shareholders of the Groups subsidiaries in the PRC.

18

Loans and borrowings

Group 2011 US$000 Non-current liabilities Secured bank loans Secured bonds Unsecured bank loans 2010 US$000 Company 2011 2010 US$000 US$000

618,209 2,093,068 43,823 2,755,100

304,549 2,172,728 187,554 2,664,831

170,000 170,000

Global Logistic Properties Limited Annual Report 2011

95

F-35

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

18

Loans and borrowings (contd)

Group 2011 US$000 Current liabilities Secured bank loans Secured bonds Unsecured bank loans 198,778 733,875 4,414 937,067 2010 US$000 35,605 532,448 147,696 715,749 Company 2011 2010 US$000 US$000 143,600 143,600

(a)

Secured and unsecured bank loans The secured bank loans are secured by mortgages on the borrowing subsidiaries investment properties with a carrying amount of US$2,413,228,000 (2010: US$709,210,000) (Note 4). The effective interest rates for bank borrowings (taking into account the effects of interest rate swaps) ranged from 1.10% to 6.60% (2010: 0.68% to 5.95%) per annum. Maturity of bank loans: Group 2011 US$000 Within 1 year From 1 to 5 years After 5 years After 1 year Analysis of bank loans by geographic regions: PRC Japan Singapore 203,192 521,051 140,981 662,032 865,224 592,183 273,041 865,224 2010 US$000 183,301 408,865 83,238 492,103 675,404 268,359 93,445 313,600 675,404 Company 2011 2010 US$000 US$000 143,600 170,000 170,000 313,600 313,600 313,600

(b)

Secured bonds The bonds are issued by certain subsidiaries of JLP 1, JLP 2, and JLP 3 and are fully secured by investment properties with carrying amounts of US$5,595,253,000 (2010: US$5,097,836,000) (Note 4) owned by these subsidiaries. The effective interest rates as at 31 March 2011 for secured bonds (taking into account the effects of interest rate swaps) ranged from 1.00% to 2.67% (2010: 1.04% to 2.67%) per annum. Maturity of secured bonds: Group 2011 US$000 Within 1 year From 1 to 5 years After 5 years After 1 year 733,875 2,061,920 31,148 2,093,068 2,826,943 2010 US$000 532,448 2,172,728 2,172,728 2,705,176

96

Global Logistic Properties Limited Annual Report 2011

F-36

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

19

Other non-current liabilities

Group 2011 US$000 Security deposits received Payable for acquisition of investment properties 113,619 12,176 125,795 2010 US$000 113,004 11,703 124,707

20

Trade and other payables

Group 2011 US$000 Trade payables Accrued development expenses Accrued operating expenses Advance rental received Security deposits received Amounts due to: - subsidiaries (non-trade) - immediate holding company (non-trade) - related corporations (trade) - related corporations (non-trade) - non-controlling interests (trade) - non-controlling interests (non-trade) Loan from a jointly-controlled entity Dividends payable Interest payable Consideration payable for acquisition of subsidiaries Deposits received and accrued expenses for disposal of investment properties Other payables 5,775 189,980 22,411 49,466 31,488 408 16 13,282 2,428 9,502 66,803 109,034 26,061 526,654 2010 US$000 5,565 65,024 14,803 32,058 11,170 599,004 5,889 563,425 64,810 9,297 9,161 1,380,206 Company 2011 2010 US$000 US$000 2,734 329 171 3,234 2 599,004 475 599,481

The non-trade amounts due to subsidiaries, immediate holding company, related corporations and non-controlling interests are unsecured, interest-free and are repayable on demand. The loan from a jointly-controlled entity is unsecured, repayable within 1 year and has an effective interest rate as at 31 March 2011 of 5.94% (2010: Nil%) per annum. Other payables relate principally to retention sums, advance payments received and amounts payable in connection with capital expenditure incurred.

Global Logistic Properties Limited Annual Report 2011

97

F-37

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

21

Equity compensation benets

GLP Share Plans The Company currently has share-based incentive plans, comprising the GLP Performance Share Plan (GLP PSP) and the GLP Restricted Share Plan (GLP RSP, together with GLP PSP, hereinafter referred to as the GLP Share Plans), whereby performance shares have been conditionally awarded to the employees of the Company. The GLP Share Plans are administered by the Companys Compensation Committee comprising Mr. Ang Kong Hua, Dr. Seek Ngee Huat and Dr. Dipak Jain. Performance Share Plan This relates to compensation costs of the GLP PSP reecting the benets accruing to certain employees of the Group. Awards under the GLP PSP represent the right of a participant to receive fully paid shares free of charge, upon the achievement of prescribed performance conditions within the time period prescribed by the Compensation Committee. Awards are released once the performance conditions specied on the date on which the award is to be granted have been achieved. There is no vesting period beyond the performance achievement periods. As at 31 March 2011, no awards have been granted under the GLP PSP. Restricted Share Plan This relates to compensation costs of the GLP RSP reecting the benets accruing to certain employees of the Group and directors of the Company over the service period to which the performance criteria relate. Awards under the GLP RSP represent the right of a participant to receive fully paid shares free of charge. Awards granted under the GLP RSP will be subject to vesting periods but, unlike awards granted under the performance share plan, will not be subject to performance targets. As at 31 March 2011, no awards have been granted under the GLP RSP. Pursuant to a resolution passed by the then sole shareholder of the Company on 24 September 2010, each nonexecutive director is entitled to receive a share value award equal to US$35,000 per annum as at 31 March 2011. On a pro-rata basis, from commencement of service on 24 September 2010, the share value award attributable to each non-executive director is US$18,000. Actual grants have not yet been made as the Compensation Committee is nalising the terms and conditions of all share grants under the GLP Share Plans. It is presently contemplated that shares to be awarded to the executive directors will be divided evenly between the GLP RSP and GLP PSP and shares to be awarded to non-executive directors would under the GLP PSP. The nal terms and conditions recommended by the Compensation Committee and approved by the Board will ultimately determine the precise makeup and terms of the grants issued.

22

Revenue
Group 2011 US$000 Rental and related income Management fee income Dividend income from subsidiaries 472,006 1,859 473,865 2010 US$000 413,467 413,467

98

Global Logistic Properties Limited Annual Report 2011

F-38

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

23

Other income
Group 2011 US$000 Government grant Utility income Others 2,686 2,946 3,186 8,818 2010 US$000 311 2,321 1,991 4,623

24

Net nance costs

Group Note 2011 US$000 2010 US$000

Interest income on: - xed deposits - loan to subsidiaries - loan to non-controlling interests - others Interest income Amortisation of transaction costs of bonds Interest expenses on: - bonds - bank loans - loan from a related corporation - loan from a jointly-controlled entity Total borrowing costs Less: Borrowing costs capitalised in investment properties Net borrowing costs Foreign exchange gain Changes in fair value of nancial derivatives Net nance costs recognised in prot or loss

645 16 140 801 (6,149) (50,224) (25,835) (1,601) (735) (84,544) 1,947 (82,597) 14,919 11,335 (55,542)

509 39 1,012 1,560 (4,892) (50,042) (16,550) (529) (72,013) 168 (71,845) 13,327 (3,510) (60,468)

Global Logistic Properties Limited Annual Report 2011

99

F-39

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

25

Prot/(loss) before income tax

The following items have been included in arriving at prot/(loss) before income tax: Group 2011 US$000 (a) Staff costs Wages and salaries Contributions to dened contribution plans, included in wages and salaries Share-based expenses Other expenses Loss on disposal of subsidiaries and jointly-controlled entities Negative goodwill on acquisition of subsidiaries Non-operating income/(expenses) Depreciation of plant and equipment Amortisation of intangible assets Operating expenses arising from investment properties Impairment loss on trade and other receivables Operating lease expense Management fees: - Asset management - Investment management - Property management Non-audit fees paid to: - Auditors of the Company ## - Other auditors
#

2010 US$000

(10,329) (1,295) (1,347)

(768) (141)

(b)

351 351 (568) (1,555) (92,921) (216) (1,614) (9,551) (5,269) (1,039) (165) (1,629)

(27,680) (27,680) (35) (88,199) (124) (209) (24,547) (9,137) (1,417)

Include property-related expenses, wages and salaries, asset management fees and property management fees. Professional fees paid to auditors of the Company and other auditors in connection with the initial public offering of the Company of US$1,950,000 and US$280,000 respectively, were recognised as a deduction from equity.

##

100 Global Logistic Properties Limited Annual Report 2011

F-40

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

26

Income tax expense

Group 2011 US$000 Current tax Current year Withholding tax 2010 US$000

3,298 8,312 11,610

2,223 6,781 9,004

Deferred tax Origination and reversal of temporary differences

73,434 85,044

12,633 21,637

Reconciliation of expected to actual income tax Prot/(loss) before income tax Less: Share of results of jointly-controlled entities Prot/(loss) before share of results of jointly-controlled entities and income tax Income tax using Singapore tax rate of 17% Effect of tax rates in foreign jurisdictions Net income not subjected to tax Non-deductible expenses Deferred tax assets not recognised Recognition of previously unrecognised tax losses Withholding tax on dividend income from foreign subsidiaries Others

807,475 (56,461) 751,014 127,672 (25,813) (34,111) 5,994 4,003 (1,146) 8,312 133 85,044

(128,043) (31,984) (160,027) (27,205) 31,915 (2,451) 11,579 4,997 (204) 3,006 21,637

27

Earnings/(Loss) per share

(a) Basic earnings/(loss) per share The basic earnings/(loss) per share for the years ended 31 March 2011 and 2010 was based on the prot/(loss) attributable to ordinary shareholder of US$706,062,000 and US$(176,685,000) and a weighted average number of ordinary shares outstanding of 3,011,777,000 and 1,743,357,000 respectively, calculated as follows: Group 2011 US$000 Prot/(Loss) attributable to ordinary shareholders 706,062 2010 US$000 (176,685)

Global Logistic Properties Limited Annual Report 2011 101

F-41

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

27

Earnings/(Loss) per share (contd)

(a) Earnings/(loss) per share (contd) Weighted average number of ordinary shares Group Number of Number of shares shares 2011 2010 (000) (000) Issued ordinary shares at April 1 Sub-division of ordinary shares, via a share split Issue of ordinary shares during the year Issue of ordinary shares for the acquisition of entities under common control Weighted average number of shares at March 31
* Comprising 2 ordinary shares

* 366,071 1,268,420 1,377,286 3,011,777

* 366,071 1,377,286 1,743,357

For purposes of preparing the nancial statements for the year ended 31 March 2010, the weighted average number of shares as at 31 March 2010 includes the shares issued to effect the acquisition of interests in common control entities pursuant to the Japan Reorganisation and GLPH Reorganisation, on the basis that the reorganisations had occurred as of the beginning of the earliest period presented. There were no potential dilutive ordinary shares in existence for the year ended 31 March 2010. (b) Diluted earnings/(loss) per share The diluted earnings/(loss) per share for the years ended 31 March 2011 and 2010 was based on the prot/(loss) attributable to ordinary shareholder of US$706,062,000 and US$(176,685,000) and a weighted average number of ordinary shares outstanding of 3,012,667,000 and 1,743,357,000 respectively, calculated as follows: Group 2011 US$000 Prot/(Loss) attributable to ordinary shareholders Weighted average number of ordinary shares (diluted) Group Number of Number of shares shares 2011 2010 (000) (000) Weighted average number of ordinary shares (basic) Weighted average number of unissued ordinary shares from: - Shares under the GLP Share Plans Weighted average number of ordinary shares (diluted) at March 31 3,011,777 890 3,012,667 1,743,357 1,743,357 706,062 2010 US$000 (176,685)

102 Global Logistic Properties Limited Annual Report 2011

F-42

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

28

Notes to the statement of cash ows

(a) Acquisition of subsidiaries (i) The list of subsidiaries acquired during the year ended 31 March 2011 is as follows: Equity interest acquired % 90.0 90.0 100.0 100.0 87.6 53.1 53.1 53.1 99.0

Name of subsidiaries Vailog (Kunshan) Storage Co., Ltd. Shanghai Weiluo Storage Service Co., Ltd. Global Logistic Properties Holdings Ltd. Tianjin Trade Year Investment Co., Ltd. Beijing Handa Investment Co., Ltd. Airport City Development Co., Ltd. Beijing Airport Bluesky Property Management Co., Ltd. Beijing Shidai Hangtong International Logistics Co., Ltd. Xiamen Jade Logistics Investment Co., Ltd. Effects of acquisitions

Date acquired April April October January January January January January March 2010 2010 2010 2011 2011 2011 2011 2011 2011

The cash ow and the net assets of subsidiaries acquired during the year ended 31 March 2011 are provided below: Recognised values on acquisition US$000 Investment properties Jointly-controlled entities Deferred tax assets Plant and equipment Intangible assets Other non-current assets Trade and other receivables Cash and cash equivalents Trade and other payables Current tax payable Loans and borrowings Deferred tax liabilities Other non-current liabilities Non-controlling interests Net assets acquired Positive goodwill on acquisition of subsidiaries Negative goodwill on acquisition of subsidiaries Total purchase consideration Purchase consideration satised in shares Purchase consideration payable Purchase consideration satised in cash Cash of subsidiaries acquired Cash outow on acquisition of subsidiaries 1,180,639 173 5,061 4,427 47,500 85,304 26,747 23,249 (278,431) (1,345) (268,972) (127,937) (85,573) (269,272) 341,570 443,230 (351) 784,449 (558,653) (66,803) (158,993) 23,249 (135,744)

Global Logistic Properties Limited Annual Report 2011 103

F-43

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

28

Notes to the statement of cash ows (contd)

(a) Acquisition of subsidiaries (contd) (i) The list of subsidiaries acquired during the year ended 31 March 2011 is as follows: (contd) The total related acquisition costs for the above-mentioned subsidiaries amounted to US$784,449,000. From the dates of acquisitions to 31 March 2011, the above-mentioned acquisitions contributed net prot of US$241,000 to the Groups results for the year, before accounting for nancing costs attributable to the acquisitions. If the acquisitions have occurred on 1 April 2010, management estimates that consolidated revenue would have been US$477,310,000 and consolidated prot for the year would have been US$722,076,000. (ii) The list of subsidiaries acquired during the year ended 31 March 2010 is as follows: Equity interest acquired % 100.0 100.0 100.0

Name of subsidiaries Misato Two Pte Ltd Misato Two Logistics SPC GLP Guangzhou Warehousing Co., Ltd. Effects of acquisitions

Date acquired April 2009 April 2009 April 2009

The cash ow and the net assets of subsidiaries acquired during the year ended 31 March 2010 are provided below: Recognised values on acquisition US$000 Investment properties Trade and other receivables Cash and cash equivalents Trade and other payables Loans and borrowings Deferred tax liabilities Non-controlling interests Net assets acquired Purchase consideration Cash of subsidiaries acquired Cash outow on acquisition of subsidiaries 147,721 4,115 1,810 (3,862) (42,567) (2,275) (37,412) 67,530 (67,530) 1,810 (65,720)

The total related acquisition costs for the above-mentioned subsidiaries amounted to US$67,530,000 and were fully satised by cash. From the dates of acquisitions to 31 March 2010, the above-mentioned acquisitions contributed net prot of US$20,371,000 to the Groups results for the year, before accounting for nancing costs attributable to the acquisitions. If the acquisitions have occurred on 1 April 2010, management estimates that consolidated revenue would have been US$413,744,000 and consolidated loss for the year would have been US$162,534,000.

104 Global Logistic Properties Limited Annual Report 2011

F-44

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

28

Notes to the statement of cash ows (contd)

(b) Disposal of subsidiary (i) Details of subsidiary disposed during the year ended 31 March 2010 are as follows: Equity interest disposed % 60.0

Name of subsidiary Shenzhen Yuanshengli Management Co., Ltd. Effects of disposal

Date disposed August 2009

The cash ow and the net assets of the subsidiary disposed during the year ended 31 March 2010 are provided below: Recognised values on disposal US$000 Jointly-controlled entities Trade and other receivables Cash and cash equivalents Trade and other payables Loans and borrowings Non-controlling interests Net assets disposed Disposal consideration Cash of subsidiary disposed Cash inow on disposal of subsidiary 90,075 13,100 250 (718) (34,962) (27,565) 40,180 12,500 (250) 12,250

From 1 March 2009 to date of disposal, the above subsidiary contributed net loss of US$1,174,000 to the Groups results for the year. The subsidiary did not record any revenue during the period.

29

Operating segments
The Group has two reportable segments, representing its operations in the PRC and Japan, which are managed separately due to the different geographical locations. The Groups Chief Operating Decision Maker reviews internal management reports on these segments on a quarterly basis, at a minimum, for strategic decisions making, performance assessment and resources allocation purposes. Performance of each reportable segment is measured based on segment revenue and segment earnings before net interest expense, income tax, and excluding changes in fair value of investment properties held by subsidiaries and jointly-controlled entities (EBIT excluding revaluation). EBIT excluding revaluation is used to measure performance as management believes that such information is the most relevant in evaluating the results of these segments relative to other entities that operate within the logistic industry. Segment assets and liabilities are presented net of inter-segment balances. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. There are no transactions between reportable segments. Segment assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Global Logistic Properties Limited Annual Report 2011 105

F-45

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

29

Operating segments (contd)

Information regarding the Groups reportable segments is presented in the tables below. Information about reportable segments PRC Group Revenue and expenses External revenue EBIT excluding revaluation Changes in fair value of investment properties held by subsidiaries Share of changes in fair value of investment properties (net of income tax) held by jointly-controlled entities EBIT Net interest expense Prot/(loss) before tax Income tax (expense)/ benet Prot/(loss) after tax Assets and liabilities Investment properties Jointly-controlled entities Other segment assets Reportable segment assets Loans and borrowings Other segment liabilities Reportable segment liabilities Other information Depreciation and amortisation Impairment losses on assets Interest income Capital expenditure*
*

2011 US$000

2010 US$000

Japan 2011 2010 US$000 US$000

Others 2011 2010 US$000 US$000

Total 2011 US$000 2010 US$000

88,140 57,489

61,491 3,931

385,725 346,447

351,976 280,044

(16,751)

1,240

473,865 387,185

413,467 285,215

189,190

89,932

267,123

(458,938)

456,313

(369,006)

39,624 286,303 (19,268) 267,035 (56,553) 210,482

21,141 115,004 (9,890) 105,114 (33,315) 71,799

613,570 (53,434) 560,136 (28,070) 532,066

(178,894) (49,926) (228,820) 11,678 (217,142)

(16,751) (2,945) (19,696) (421) (20,117)

1,240 (5,577) (4,337) (4,337)

39,624 883,122 (75,647) 807,475 (85,044) 722,431

21,141 (62,650) (65,393) (128,043) (21,637) (149,680)

2,911,095 372,433 830,319 4,113,847 (592,183) (710,801) (1,302,984)

1,269,533 325,838 222,201

6,167,207 496,422

5,259,440 822 330,738

922,260 922,260 (3,831) (3,831)

(11,191)

9,078,302 372,433 2,249,001

6,528,973 315,469 552,939

1,817,572 6,663,629 5,591,000 (268,359) (3,099,984) (2,798,621) (171,287) (308,822) (903,614) (439,646) (3,408,806) (3,702,235)

(11,191) 11,699,736 7,397,381 (313,600) (3,692,167) (3,380,580) (599,481) (1,023,454) (1,674,382) (913,081) (4,715,621) (5,054,962)

(1,514) (6,644) 648 996,565

(35) (124) 1,444 127,453

(6,758) 107 7,516

(4,892) 116 73,862

46

(8,272) (6,644) 801 1,004,081

(4,927) (124) 1,560 201,315

Capital expenditure includes acquisition, development expenditure and borrowing costs capitalised in investment properties, acquisition of plant and equipment and interests in subsidiaries, jointly-controlled entities and non-controlling interests.

106 Global Logistic Properties Limited Annual Report 2011

F-46

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

30

Financial risk management

The Group has exposure to the following risks from its use of nancial instruments:
z z z

credit risk liquidity risk market risk

This note presents information about the Groups exposure to each of the above risks, the Groups objectives, policies and processes for measuring and managing risk, and the Groups management of capital. Further quantitative disclosures are included throughout these nancial statements. (a) Risk management framework The Group has a system of controls in place to create an acceptable balance between the costs of risks occurring and the cost of managing the risks. Risk management policies and guidelines are reviewed regularly to reect changes in market conditions and the Groups activities. (b) Credit risk Credit risk is the risk of nancial loss resulting from the failure of a customer or a counterparty to meet its contractual obligations. Financial transactions are restricted to counterparties that meet appropriate credit criteria that are approved by the Group and are being reviewed on a regular basis. In respect of trade receivables, the Group has guidelines governing the process of granting credit and outstanding balances are monitored on an ongoing basis. Concentration of credit risk relating to trade receivables is limited due to the Groups many varied customers. These customers are engaged in a wide spectrum of activities and operates in a variety of markets. Exposure to credit risk The carrying amount of nancial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: Group 2011 US$000 Loans and receivables (non-current and current) Cash and cash equivalents 80,721 1,559,893 1,640,614 2010 US$000 107,995 412,021 520,016 Company 2011 2010 US$000 US$000 431,730 924,367 1,356,097

The maximum exposure to credit risk for nancial assets at the reporting date by geographic region is as follows: Group 2011 US$000 PRC Japan Singapore 387,899 325,498 927,217 1,640,614 2010 US$000 205,113 314,903 520,016 Company 2011 2010 US$000 US$000 1,356,097 1,356,097

Global Logistic Properties Limited Annual Report 2011 107

F-47

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

30

Financial risk management (contd)

(c) Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its nancial obligations as they fall due. The Group actively manages its debt maturity prole, operating cash ows and the availability of funding so as to ensure that all renancing, repayment and funding needs are met. The Group maintains a level of cash and cash equivalents deemed adequate by management to meet the Groups working capital requirement. In addition, the Group strives to maintain available banking facilities at a reasonable level to its overall debt position. The Groups main sources of long-term funding have been capital contributions and loans and advances from the immediate holding company and related corporations and borrowings from nancial institutions. The Group has in the past met its cash obligations requirements from such capital contributions, loans and advances and borrowings and also from cash ows generated from operating activities. Following the completion of the corporation reorganisations and listing of the Company on the SGX-ST, certain loans and advances from the immediate holding company and related corporations were converted into ordinary share capital, and consequently, the Groups borrowings comprised mainly borrowings from nancial institutions. Management believes that this will help to mitigate the Groups liquidity risk, improve its working capital and enhance the Groups ability to tap on additional borrowings from nancial institutions to meet nancing needs. As at 31 March 2011, the Group has unutilised credit facilities amounting to US$65,923,000 (2010: US$14,350,000). The following are the contractual maturities of nancial liabilities, including interest payments and excluding the impact of netting agreements: Cash ows From 1 to 5 years US$000

Group

Carrying amount US$000

Contractual cash ows US$000

Within 1 year US$000

After 5 years US$000

2011 Non-derivative nancial liabilities Bank loans Secured bonds Trade and other payables* Derivative nancial liabilities Interest rate swaps

865,224 2,826,943 602,983 4,295,150 25,108 4,320,258

976,215 2,892,322 603,251 4,471,788 28,304 4,500,092

239,152 762,599 477,456 1,479,207 14,667 1,493,874

595,579 2,097,920 44,564 2,738,063 13,517 2,751,580

141,484 31,803 81,231 254,518 120 254,638

2010 Non-derivative nancial liabilities Bank loans Secured bonds Trade and other payables* Derivative nancial liabilities Interest rate swaps

675,404 2,705,176 1,472,855 4,853,435 32,729 4,886,164

742,219 2,770,657 1,472,855 4,985,731 35,941 5,021,672

197,297 562,064 1,348,148 2,107,509 15,080 2,122,589

454,599 2,208,593 44,921 2,708,113 20,861 2,728,974

90,323 79,786 170,109 170,109

108 Global Logistic Properties Limited Annual Report 2011

F-48

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

30

Financial risk management (contd)

(c) Liquidity risk (contd) Cash ows From 1 to 5 years US$000

Company

Carrying amount US$000

Contractual cash ows US$000

Within 1 year US$000

After 5 years US$000

2011 Non-derivative nancial liabilities Trade and other payables 2010 Non-derivative nancial liabilities Bank loans Trade and other payables

3,234

3,234

3,234

313,600 599,481 913,081

317,863 599,481 917,344

146,707 599,481 746,188

171,156 171,156

Excludes advance rental received.

(d)

Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Groups income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. Currency risk The Group operates mainly in the PRC and Japan. Other than the respective functional currency of the Groups subsidiaries, the foreign currency which the Group has exposure to is the US Dollar. The Group maintains a natural hedge, wherever possible, by borrowing in the currency of the country in which the investment is located. Foreign exchange exposures in transactional currencies other than the functional currencies of the operating entities are kept to an acceptable level. In relation to its overseas investments in foreign subsidiaries whose net assets are exposed to currency translation risk and which are held for long term investment purposes, the differences arising from such translation are captured under the foreign currency translation reserve. These translation differences are reviewed and monitored on a regular basis.

Global Logistic Properties Limited Annual Report 2011 109

F-49

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

30

Financial risk management (contd)

(d) Market risk (contd) Currency risk (contd) The Groups and Companys exposures to foreign currencies as at 31 March 2011 and 31 March 2010 are as follows:

Group

United States Dollar US$000

Japanese Yen US$000

Singapore Dollar US$000

Hong Kong Dollar US$000

Chinese Renminbi US$000

2011 Financial assets Cash and cash equivalents Available-for-sale investments

147,121 147,121

135,943 135,943

31,518 31,518

108 62,689 62,797

Financial liabilities Trade and other payables Net nancial assets/ (liabilities) 2010 Financial assets Cash and cash equivalents Financial liabilities Trade and other payables Net nancial liabilities

(66,803)

147,121

135,943

31,518

62,797

(66,803)

42,813

(261,313) (218,500)

Company Japanese Singapore Yen Dollar US$000 US$000 2011 Financial assets Cash and cash equivalents Net nancial assets 2010 Financial assets Cash and cash equivalents Net nancial assets

133,962 133,962

31,518 31,518

110 Global Logistic Properties Limited Annual Report 2011

F-50

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

30

Financial risk management (contd)

(d) Market risk (contd) Currency risk (contd) Sensitivity analysis A 10% strengthening of US Dollar against the respective functional currencies of the subsidiaries at the reporting date would have increased/(decreased) prot before tax by the amounts shown below. The analysis assumes that all other variables, in particular interest rates, remain constant. Group 2011 US$000 US Dollar(1) Japanese Yen(2) Singapore Dollar(2) Hong Kong Dollar(2) Chinese Renminbi(2)
(1)

2010 US$000 (21,850)

Company 2011 2010 US$000 US$000 13,396 3,152

14,712 13,594 3,152 6,280 (6,680)

As compared to functional currency of Renminbi As compared to functional currency of US Dollar

(2)

A 10% weakening of US Dollar against the respective functional currencies of the subsidiaries at the reporting date would have the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant. Interest rate risk The Groups interest rate risk arises primarily from the interest-earning nancial assets and interest-bearing nancial liabilities. The Group manages its interest rate exposure by maintaining a mix of xed and variable rate borrowings. Where necessary, the Group hedges a portion of its interest rate exposure within the short to medium term by using interest rate derivatives. At 31 March 2011, the Group has interest rate swaps, with an aggregate notional contract amount of US$2,202,162,000 (2010: US$2,776,941,000), which pays xed interest rates ranging from 0.59% to 1.84% (2010: 0.29% to 1.84%) per annum and receives a variable rate equal to the Swap Offer Rate on the notional amounts. The Group has designated certain interest rate swaps with an aggregate notional contract amount of US$61,542,248 (2010: US$Nil) as cash ow hedges. The aggregate fair value of interest rate swaps held by the Group as at 31 March 2011 is a net liability of US$25,108,000 (2010: US$32,696,000); of which, the fair value of interest rate swaps designated as cash ow hedges is a net liability of US$261,097 (2010: US$Nil).

Global Logistic Properties Limited Annual Report 2011 111

F-51

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

30

Financial risk management (contd)

(d) Market risk (contd) Interest rate risk (contd) At the reporting date, the interest rate prole of interest-bearing nancial liabilities (after taking into account the effects of the interest rate swaps) are as follows: Group Principal/ Carrying notional amount amount US$000 US$000 2011 Fixed rate instruments Loans and borrowings Loan from a jointly controlled entity Company Principal/ Carrying notional amount amount US$000 US$000

60,186 13,282 73,468

60,336 13,282 73,618

Variable rate instruments Loans and borrowings 2010 Fixed rate instruments Loans and borrowings Variable rate instruments Loans and borrowings

3,631,981

3,644,459

53,560

53,939

3,327,020

3,358,899

313,600

322,305

Fair value sensitivity analysis for xed rate instruments The Group does not account for any xed rate nancials assets and liabilities at fair value through the prot or loss. Therefore a change in interest rates at the reporting date would not affect prot or loss. Cash ow sensitivity analysis for variable rate instruments A change of 100 basis points in interest rates at the reporting date would have increased/(decreased) prot before tax by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. Group 100 bp Increase US$000 2011 Loans and borrowings Cash ow sensitivity (net) 2010 Loans and borrowings Cash ow sensitivity (net) 100 bp Decrease US$000 Company 100 bp 100 bp Increase Decrease US$000 US$000

(36,445) (36,445)

36,445 36,445

(33,589) (33,589)

33,589 33,589

(3,223) (3,223)

3,223 3,223

112 Global Logistic Properties Limited Annual Report 2011

F-52

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

30

Financial risk management (contd)

(e) Fair value The carrying amounts of the Groups nancial instruments carried at cost or amortised cost are not materially different from their fair values as at 31 March 2011 and 2010 except as follows: Carrying amount 2011 US$000 Group Liabilities carried at amortised cost Loans and borrowings Company Liabilities carried at amortised cost Loans and borrowings Carrying amount 2010 US$000

Fair value 2011 US$000

Fair Value 2010 US$000

3,692,167

3,704,795

3,380,580

3,412,838

313,600

322,305

The following methods and assumptions have been used to estimate the fair values of the Groups nancial instruments: Financial derivatives The fair values of interest rate swaps are based on broker quotes. Loans and borrowings Fair value is calculated based on the present value of future principal and interest cash ows, discounted at the market rate of interest at the reporting date. Available for sale investments The fair value are based on quoted bid prices where available, without any deduction for transaction costs with the exception of those equity securities which are not traded in an active market. The fair value of such security is determined using a valuation technique. Other nancial assets and liabilities The carrying amounts of nancial assets and liabilities with a maturity of less than one year (including trade and other receivables, cash and cash equivalents, and trade and other payables) are assumed to approximate their fair values because of the short period to maturity. All other nancial assets and liabilities are discounted to determine their fair values. Where discounted cash ow techniques are used, estimated future cash ows are based on managements best estimates and the discount rate is a market-related rate for a similar instrument at the balance sheet.

Global Logistic Properties Limited Annual Report 2011 113

F-53

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

30

Financial risk management (contd)

(e) Fair value (contd) Interest rates used for determining the fair value Interest rates used to discount estimated cash ows, when applicable, are based on the government yield curve at the reporting date plus an adequate credit spread, and were as follows: Group 2011 % Loans and borrowings Fair value hierarchy The table below analyses nancial instruments carried at fair value, by valuation method. The different levels have been dened as follows:
z z

Company 2010 % 2011 % 2010 % 0.68

1.00 6.60

0.68 5.95

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs) Level 1 $000 Level 2 $000 Level 3 $000 Total $000

Group 2011 Available-for-sale investments Interest rate swaps 2010 Interest rate swaps

62,689

(25,108)

62,689 (25,108)

(32,696)

(32,696)

114 Global Logistic Properties Limited Annual Report 2011

F-54

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

30

Financial risk management (contd)

(f) Accounting classications and fair values Fair values versus carrying amounts Fair value hedging instruments US$000 Other nancial liabilities US$000 Total carrying amount US$000

Note

Loans and receivables US$000

Available -for-sale US$000

Fair value US$000

Group 2011 Available-for-sale equity securities Other non-current assets1 Trade and other receivables1 Cash and cash equivalents

10 11 12 14

(252) (252)

17,714 63,007 1,559,893 1,640,614

62,689 62,689

(816,987) (48,237) (2,826,943) (125,795) (24,856) (477,188) (4,320,006)

62,689 17,714 63,007 1,559,893 1,703,303 (816,987) (48,237) (2,826,943) (125,795) (25,108) (477,188) (4,320,258)

62,689 17,714 63,007 1,559,893 1,703,303 (819,507) (48,237) (2,837,051) (125,795) (25,108) (477,188) (4,332,886)

Secured loans Unsecured loans Secured bonds Other non-current liabilities Interest rate swaps Trade and other payables2

18 18 18 19 13 20

1 2

excludes prepayments excludes advance payment received

Note

Loans and receivables US$000

Other nancial liabilities US$000

Total carrying amount US$000

Fair value US$000

Group 2010 Other non-current assets1 Trade and other receivables1 Interest rate swaps Cash and cash equivalents

11 12 13 14

12,894 95,101 33 412,021 520,049

(340,154) (335,250) (2,705,176) (124,707) (32,729) (1,348,148) (4,886,164)

12,894 95,101 33 412,021 520,049 (340,154) (335,250) (2,705,176) (124,707) (32,729) (1,348,148) (4,886,164)

12,894 95,101 33 412,021 520,049 (340,154) (335,250) (2,705,176) (124,707) (32,729) (1,348,148) (4,886,164)

Secured loans Unsecured loans Secured bonds Other non-current liabilities Interest rate swaps Trade and other payables2

18 18 18 19 13 20

1 2

excludes prepayments excludes advance payment received

Global Logistic Properties Limited Annual Report 2011 115

F-55

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

30

Financial risk management (contd)

(f) Accounting classications and fair values (contd) Loans and receivables US$000 Other nancial liabilities US$000 Total carrying amount US$000

Note

Fair value US$000

Company 2011 Trade and other receivables Cash and cash equivalents

12 14

431,730 924,367 1,356,097

(3,234) (3,234)

431,730 924,367 1,356,097 (3,234) (3,234)

431,730 924,367 1,356,097 (3,234) (3,234)

Trade and other payables

20

2010 Trade and other payables

20

(599,481) (599,481)

(599,481) (599,481)

(599,481) (599,481)

31

Commitments
The Group had the following commitments as at the balance sheet date: (a) Operating lease commitments (i) Operating lease rental payable Future minimum lease payments for the Group on non-cancellable operating leases are as follows: Group 2011 US$000 Lease payments payable: - Within 1 year - After 1 year but within 5 years 2010 US$000 Company 2011 2010 US$000 US$000

1,975 1,364 3,339

151 79 230

403 915 1,318

(ii)

Operating lease rental receivable Future minimum lease rental receivable for the Group on non-cancellable operating leases from investment properties are as follows: Group 2011 US$000 Lease rentals receivable: - Within 1 year - After 1 year but within 5 years - After 5 years 2010 US$000

452,416 1,147,930 624,310 2,224,656

406,404 1,199,157 1,040,839 2,646,400

116 Global Logistic Properties Limited Annual Report 2011

F-56

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

31

Commitments (contd)
(b) Other commitments Group 2011 US$000 Commitments in relation to share capital of subsidiaries due but not provided for Commitments in relation to share capital of subsidiaries not yet due and not provided for Development expenditure contracted but not provided for Capital contribution of jointly-controlled entities 57,701 124,286 128,221 7,165 2010 US$000 71,851 91,550 91,204 7,165 Company 2011 2010 US$000 US$000

32

Signicant related party transactions

Remuneration of key management personnel Key management personnel of the Company are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company. The members of the executive committee of the Company are considered key management personnel of the Company. The key management personnel compensation included as part of staff costs for those key management personnel employed by the Group are as follows: Group 2011 US$000 Salaries, bonuses, contributions to dened contribution plans and other benets 5,114 2010 US$000 3,737

In addition to the related party information disclosed elsewhere in the nancial statements, there were the following signicant related party transactions which were carried out in the normal course of business on terms agreed between the parties during the nancial year: Group 2011 US$000 Jointly-controlled entities Asset management fees paid/payable Investment management fees paid/payable Property management fees paid/payable Development fees paid/payable* Associates of intermediate holding company Operating lease expenses paid/payable Consultancy fees paid/payable A company in which two directors of the Company have substantial nancial interests Reimbursement of ofce expenses and allocation of expenses associated with the listing of the Company
* Capitalised in investment properties

2010 US$000

(9,469) (5,269) (1,039) (8,637)

(19,768) (3,954) (1,417) (5,609)

2,433 63

3,145

533

Global Logistic Properties Limited Annual Report 2011 117

F-57

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

33

Signicant investments
Details of signicant subsidiaries are as follows: Country of incorporation and place of business Effective interest held by the Group 2011 2010 % % 100 100

Direct/Indirect jointly-controlled entities/ subsidiaries of the Group

Principal activities

Japan Logistic Properties 1 Private Limited and its jointly-controlled entities/subsidiaries: Shinkiba Logistics SPC Urayasu Logistics SPC Shinsuna Logistics SPC Tatsumi Logistics SPC Narita Logistics SPC Tokyo Logistics SPC Urayasu Two Logistics SPC Tokai Logistics SPC Fukusaki Logistics SPC Narashino Logistics SPC Hachioji Logistics SPC Kazo Logistics SPC Funabashi Logistics SPC Osaka Logistics SPC Yokohama Logistics SPC Kasukabe Logistics SPC GLP Urayasu Two YK Japan Logistic Properties 2 Pte Ltd and its jointly-controlled entities/subsidiaries: Amagasaki Logistic SPC Amagasaki Two Logistic SPC Sakai Logistic SPC Cosmos SPC Atsugi SPC Fukaehama Logistic SPC Funabashi Two Logistic SPC Hayashima Two Logistic SPC Hirakata Logistic SPC Hirakata Two Logistic SPC Seishin Logistic SPC

Investment holding

Japan

Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property management Investment holding

Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan

100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100

100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100

Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment

Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan

100 100 100 100 100 100 100 100 100 100 100

100 100 100 100 100 100 100 100 100 100 100

118 Global Logistic Properties Limited Annual Report 2011

F-58

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

33

Signicant investments (contd)

Country of incorporation and place of business Effective interest held by the Group 2011 2010 % %

Direct/Indirect jointly-controlled entities/ subsidiaries of the Group

Principal activities

Japan Logistic Properties 2 Pte Ltd (contd) Koshigaya Two Logistic SPC Maishima One Logistic SPC Maishima Two Logistic SPC Narashino Two Logistic SPC Narita Two Logistic SPC Hayashima Logistic SPC Okegawa Logistic SPC Misato Logistic SPC Sendai Logistic SPC Sugito Logistic SPC Tokyo Two Logistic SPC Tomiya Logistic SPC Tomisato Logistic SPC Urayasu Three Logistic SPC Sugito Two Logistic SPC Tosu One Logistic SPC Tsumori Logistic SPC Iwatsuki SPC Komaki Logistic SPC Koriyama One Logistic SPC Kiyama Logistic SPC Akishima Logistic SPC Yachiyo Logistic SPC Hakozaki Logistic SPC Tosu Five Logistic SPC Koshigaya Three Logistic SPC Misato Two Logistic SPC Japan Logistic Properties 3 Pte Ltd and its jointly-controlled entities/subsidiaries: Azalea SPC Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Investment holding Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan Japan 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100

Property investment

Japan

100

100

Global Logistic Properties Limited Annual Report 2011 119

F-59

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

33

Signicant investments (contd)

Country of incorporation and place of business Effective interest held by the Group 2011 2010 % % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100

Direct/Indirect jointly-controlled entities/ subsidiaries of the Group

Principal activities

CLH Limited and its jointly-controlled entities/subsidiaries: GLP Pujin Development Co., Ltd. Zhongbao Logistics Co., Ltd. Shanghai GLP Chapu Development Co., Ltd. GLP Puyun Warehousing Services Co., Ltd. GLP Guangzhou Bonded Development Co., Ltd. GLP Beijing Airport Logistics Development Co., Ltd. GLP Foshan Logistics Co., Ltd. GLP Hangzhou Logistics Development Co., Ltd. GLP Shanghai Jiading Development Co., Ltd. GLP Beijing Majuqiao Logistics Development Co., Ltd. GLP Songjiang Development Co., Ltd. Shanghai Minhang GLP Development Co., Ltd. GLP (Qingdao) Airport International Logistics Development Co., Ltd. GLP (Qingdao) Qianwan Harbor International Logistics Development Co., Ltd. GLP (Qingdao) JiaoNan International Logistics Development Co., Ltd. GLP Nanjing Jiangning Development Co., Ltd. GLP (Guangzhou) Baopu Development Co., Ltd. GLP Jiaxing Development Co., Ltd. GLP Chongqing Development Co., Ltd. GLP Wuxi Logistics Development Co., Ltd. GLP Fengmin Development Co., Ltd. GLP (Tianjin) Industry Development Co., Ltd. GLP Chenghua Development Co., Ltd. GLP Changsha Development Co., Ltd. GLP Fengjia Development Co., Ltd. GLP Fengsong Development Co., Ltd.

Investment holding Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment

Cayman Islands PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC

120 Global Logistic Properties Limited Annual Report 2011

F-60

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

33

Signicant investments (contd)

Country of incorporation and place of business Effective interest held by the Group 2011 2010 % %

Direct/Indirect jointly-controlled entities/ subsidiaries of the Group

Principal activities

CLH Limited (contd) Ningbo Gangrui Warehousing Co., Ltd. Ningbo Haichuang Logistics Co., Ltd. GLP Xujing Logistics Co., Ltd. Pushun Logistics Park Development Co., Ltd. Qingdao Shuangyi Logistics Co., Ltd. Tianjin Puqing Logistics Co., Ltd. GLP (Ningbo Beilun) Warehousing Co., Ltd. GLP Jiashan Pujia Logistics Co., Ltd. GLP Pumin Logistics Co., Ltd. GLP Taicang Logistics Co., Ltd. GLP Chengdu Hi-Tech Co., Ltd. GLP Pujiang Logistics Co., Ltd. Shanghai Puchuan Logistics Co., Ltd. GLP Wanqing Logistics Co., Ltd. Jiangsu Beisheng Technology Co., Ltd. GLP Luoxin Logistics Co., Ltd. Beijing Jingcai Warehousing Co., Ltd. GLP Laogang Development Co., Ltd. GLP Guangzhou Warehousing Co., Ltd. Kunshan GLP Dianshanhu Logistics Co., Ltd. GLP Puting Logistics Co., Ltd. High-Tech Base (Shanghai) Machinery Co., Ltd. GLP Tianjin Development Co., Ltd. Beijing City Power Warehousing Co., Ltd. Zhuhai GLP Gree Logistics Development Co., Ltd. Dalian GLP Jifa Development Co., Ltd. Shen Yang GLP Jifa Logistics Development Co., Ltd. SZITIC Shenzhen Commercial Property Co., Ltd. GLP Kunshan Puqiao Logistics Co., Ltd. GLP Suzhou Development Co., Ltd. Shanghai Lingang GLP International Logistics Development Co., Ltd. Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 -1 100 100 100 100 100 80 60 70 60 60 51 1 502 50
2

100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 80 70 70 60 60 51 100 502 502

Global Logistic Properties Limited Annual Report 2011 121

F-61

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

33

Signicant investments (contd)

Country of incorporation and place of business Effective interest held by the Group 2011 2010 % %

Direct/Indirect jointly-controlled entities/ subsidiaries of the Group

Principal activities

CLH Limited (contd) Shenzhen GLP Yantian Port Logistics Co., Ltd. Shanghai Lingang GLP Warehousing & Logistics Development Co., Ltd. Suzhou GLP Wangting Development Co., Ltd. Suzhou Industrial Park Genway Factory Building Industrial Development Co., Ltd. Suzhou Industrial Park Sucai Property Co., Ltd. Suzhou Industrial Park Genway Factory Property Management Co., Ltd. GLP Tianjin Pugang Logistics Development Co., Ltd. GLP Tianjin Pujia Logistics Development Co., Ltd. Kunshan Puxing Logistics Development Co., Ltd. GLP Shenyang Punan Logistics Facilities Co., Ltd. GLP (Hangzhou) Warehousing Co., Ltd. Langfang GLP Warehousing Co., Ltd. Zhongshan GLP Logistics Co., Ltd. Vailog (Kunshan) Storage Co., Ltd. Shanghai Weiluo Storage Service Co., Ltd. Tianjin Trade Year Investment Co., Ltd. Beijing Handa Investment Co., Ltd. Airport City Development Co., Ltd. Beijing Airport Bluesky Property Management Co., Ltd. Beijing Shidai Hangtong International Logistics Co., Ltd. Beijing Airport Xinke Logistics Services., Ltd. Xiamen Jade Logistics Investment Co., Ltd. Global Logistic Properties Holdings Limited and its subsidiaries: Global Logistic Properties Investment Management (China) Co., Ltd. Global Logistic Properties Inc. Global Logistic Properties Suzhou Share Service Co., Ltd. Property investment Property investment Property investment Property investment Property investment Property management Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property investment Property management Property investment Property investment Property investment Investment holding and property management Property management Property management Property management PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC Cayman Islands PRC Japan PRC 502 502 502 502 3 502 1004 1004 1004 1004 1004 1004 1004 90
5

502 502 502 502 502 502 502 502 502 502

905 1005 87.595 53.145 53.14

5

53.145 23.915 995 1005 1005 1005 100

5

122 Global Logistic Properties Limited Annual Report 2011

F-62

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year Ended 31 March 2011

33

Signicant investments (contd)

KPMG LLP is the auditor of all signicant Singapore-incorporated subsidiaries. Other member rms of KPMG International are auditors of signicant foreign-incorporated subsidiaries. For this purpose, a subsidiary is considered signicant as dened under the Singapore Exchange Limited Listing Manual if its net tangible assets represent 20% or more of the Groups consolidated net tangible assets, or if its pre-tax prots account for 20% or more of the Groups consolidated pre-tax prots.
Note:
1

Liquidated during the year ended 31 March 2011. Jointly-controlled entities of the Group, and thus, equity-accounted by the Group during the year ended March 2011 and 2010. Merged with Suzhou Industrial Park Genway Factory Building Industrial Development Co., Ltd. during the year ended 31 March 2011. Incorporated during the year ended 31 March 2011. Acquired during the year ended 31 March 2011.

34

Subsequent events
On 25 April 2011, the Company established a US$2,000,000,000 Euro medium term note programme (the Programme). Under the Programme, the Company may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant dealer in various amounts and tenors. The Notes issued may be xed rate, oating rate, dual currency, zero coupon or index-linked. On 11 May 2011, the Company issued the following Notes: i) Aggregate principal amount of RMB2,650,000,000 due in 2016 and bears xed interest of 3.375% per annum; and Aggregate principal amount of RMB350,000,000 due in 2018 and bears xed interest of 4.000% per annum.

ii)

The Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of the Company.

Global Logistic Properties Limited Annual Report 2011 123

F-63

Appendix I KPMG LLP 16 Raffles Quay #22-00 Hong Leong Building Singapore 048581 Telephone Fax Internet +65 6213 3388 +65 6225 0984 Kpmg.com.sg

The Board of Directors Global Logistic Properties Limited 501 Orchard Road #16-02 Wheelock Place Singapore 238880 Dear Sirs Review of Interim Financial Information Introduction We have reviewed the accompanying condensed financial information of Global Logistic Properties Limited (the Company) and its subsidiaries (collectively, the Group), which comprise the balance sheet of the Group as at 30 September 2011, the related income statements, statements of comprehensive income of the Group for the three-month and sixmonth periods ended 30 September 2011, statement of changes in equity and statement of cash flows of the Group for the six-month period ended 30 September 2011 and certain explanatory notes (the Interim Financial Information). Management is responsible for the preparation and presentation of this Interim Financial Information in accordance with Singapore Financial Reporting Standards (FRS) 34 Interim Financial Reporting. Our responsibility is to express a conclusion on this Interim Financial Information based on our review. Scope of review We conducted our review in accordance with the Singapore Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Singapore Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying Interim Financial Information is not prepared, in all material respects, in accordance with FRS 34 Interim Financial Reporting.

F-64

Restriction of use Our report is provided on the basis that it is solely for the information of the directors and for the inclusion of our report in the Companys announcement to its shareholders, to enable the directors of the Company to fulfill their responsibilities under the Singapore Exchange listing requirements. Our report should not be quoted or referred to, in whole or in part, without our prior written permission, for any other purpose. We do not assume any responsibility or liability for losses occasioned to the directors, the Company or any other parties as a result of the circulation, publication, reproduction or use of the report contrary to the provisions of this paragraph.

KPMG LLP Public Accountants and Certified Public Accountants Singapore 10 November 2011

F-65

Unaudited Consolidated Statement of Financial Position As at 30 September 2011 and 31 March 2011
Group 30 September 31 March Note 2011 2011 US$000 US$000 Non-current assets Investment properties Jointly-controlled entities Deferred tax assets Plant and equipment Intangible assets Other investments Other non-current assets Current assets Trade and other receivables Cash and cash equivalents Total assets Equity attributable to owners of the Company Share capital Reserves Non-controlling interests Total equity Non-current liabilities Loans and borrowings Financial derivative liabilities Deferred tax liabilities Other non-current liabilities Current liabilities Loans and borrowings Trade and other payables Financial derivative liabilities Current tax payable Total liabilities Total equity and liabilities 7 3 10,103,678 430,304 21,958 6,685 487,455 42,397 40,626 9,078,302 372,433 19,683 4,620 489,175 62,689 22,341

11,133,103 10,049,243 5 6 120,452 1,726,171 1,846,623 90,600 1,559,893 1,650,493

12,979,726 11,699,736 5,942,113 1,232,272 7,174,385 383,477 7,557,862 3,560,753 6,959 404,693 135,519 4,107,924 7 9 755,612 544,728 8,704 4,896 1,313,940 5,421,864 5,941,696 677,471 6,619,167 364,948 6,984,115 2,755,100 10,426 342,603 125,795 3,233,924 937,067 526,654 14,682 3,294 1,481,697 4,715,621

12,979,726 11,699,736

The accompanying notes form an integral part of these interim financial statements.

F-66

Unaudited Consolidated Income Statements Three-month and six-month periods ended 30 September 2011 and 2010
Group Three-month Three-month Six-month Six-month period ended period ended period ended period ended 30 September 30 September 30 September 30 September Note 2011 2010 2011 2010 US$000 US$000 US$000 US$000 Revenue Other income Management fees Property-related expenses Other expenses Share of results (net of income tax) of jointly-controlled entities Profit from operating activities after share of results of jointly-controlled entities Net finance income/(costs) Non-operating income Profit before changes in fair value of investment properties Changes in fair value of investment properties Profit before income tax Income tax expense Profit for the period Profit attributable to: Owners of the Company Non-controlling interests Profit for the period Earnings per share (US cents) - Basic - Diluted 10 138,549 978 (17) (21,463) (21,487) 96,560 115,553 761 (8,269) (17,119) (4,770) 86,156 267,658 3,595 (34) (42,689) (39,286) 189,244 227,620 1,662 (15,888) (33,818) (9,182) 170,394

34,492

4,094

37,118

43,050

11

131,052 9,463 1,571

90,250 (6,743) -

226,362 (279) 1,598

213,444 (13,484) -

142,086 89,717 231,803 (29,949) 201,854 200,684 1,170 201,854

83,507 11,583 95,090 (4,159) 90,931 85,401 5,530 90,931

227,681 116,780 344,461 (44,719) 299,742 297,964 1,778 299,742

199,960 453,411 653,371 (61,884) 591,487 573,440 18,047 591,487

12 12

4.37 4.36

4.90 4.90

6.48 6.48

32.89 32.89

The accompanying notes form an integral part of these interim financial statements.

F-67

Unaudited Consolidated Statements of Comprehensive Income Three-month and six-month periods ended 30 September 2011 and 2010
Group Three-month Three-month Six-month Six-month period ended period ended period ended period ended 30 September 30 September 30 September 30 September 2011 2010 2011 2010 US$000 US$000 US$000 US$000 Profit for the period Other comprehensive income Exchange differences arising from consolidation of foreign operations and translation of foreign currency loans* Effective portion of changes in fair value of cash flow hedges* Change in fair value of available-forsale investments* Other comprehensive income for the period, net of income tax Total comprehensive income for the period Attributable to: Owners of the Company Non-controlling interests Total comprehensive income for the period 201,854 90,931 299,742 591,487

184,081 (2,082) (8,249) 173,750 375,604 370,530 5,074 375,604

152,726 152,726 243,657 193,402 50,255 243,657

287,046 (2,256) (20,293) 264,497 564,239 552,452 11,787 564,239

256,576 256,576 848,063 753,145 94,918 848,063

* There are no income tax effects relating to these components of other comprehensive income.

The accompanying notes form an integral part of these interim financial statements.

F-68

Unaudited Consolidated Statement of Changes in Equity Six-month period ended 30 September 2011 and 2010
Total Equity attributable compenCurrency to owners Share Capital sation Fair value Hedging translation Other Retained of the Non-controlling Total capital reserve reserve reserve reserve reserve reserve earnings Company interests equity US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000 5,941,696 78,242 1,347 (6,428) (252) 352,887 (699,778) 951,453 297,964 6,619,167 297,964 364,948 1,778 6,984,115 299,742

Group At 1 April 2011 Total comprehensive income for the period Profit for the period Other comprehensive income Exchange differences arising from consolidation of foreign operations and translation of foreign currency loans Effective portion of changes in fair value of cash flow hedges Change in fair value of available-for-sale investments Total other comprehensive income Total comprehensive income for the period Transactions with owners, recorded directly in equity Issue of ordinary shares Capital contribution Acquisition of subsidiaries Share-based payment transactions Total contributions by and distributions to owners At 30 September 2011

(20,293) (20,293) (20,293)

(2,256) (2,256) (2,256)

277,037 277,037 277,037

297,964

277,037 (2,256) (20,293) 254,488 552,452

10,009 10,009 11,787

287,046 (2,256) (20,293) 264,497 564,239

F-69

417 -

(417) 2,766 2,349 3,696

(26,721)

(2,508)

629,924

2,766 2,766 7,174,385

494 6,248 6,742 383,477

494 6,248 2,766 9,508 7,557,862

417 5,942,113 78,242

(699,778) 1,249,417

The accompanying notes form an integral part of these interim financial statements.

Unaudited Consolidated Statement of Changes in Equity (unaudited) Three-month and six-month periods ended 30 September 2011 and 2010
Total attributable to owners of the Company US$000 1,566,222

Group At 1 April 2010 Total comprehensive income for the period Profit for the period Other comprehensive income Exchange differences arising from consolidation of foreign operations and translation of foreign currency loans Total other comprehensive income Total comprehensive income for the period Transactions with owners, recorded directly in equity Capital contribution Acquisition of subsidiaries Tax-exempt dividends paid Total contributions by and distributions to owners At 30 September 2010 * Less than US$1,000

Equity compenShare Capital sation capital reserve reserve US$000 US$000 US$000 * 83,036 -

Fair value reserve US$000 -

Hedging reserve US$000 -

Currency translation reserve US$000 142,255

Other reserve US$000 1,040,102

Retained earnings US$000 300,829

Non-controlling interests US$000 776,197

Total equity US$000 2,342,419

573,440

573,440

18,047

591,487

179,705 179,705 179,705

573,440

179,705 179,705 753,145

76,871 76,871 94,918

256,576 256,576 848,063

F-70

83,036

321,960

1,040,102

(51,736) (51,736) 822,533

(51,736) (51,736) 2,267,631

304 633 (4,705) (3,768) 867,347

304 633 (56,441) (55,504) 3,134,978

The accompanying notes form an integral part of these interim financial statements.

Unaudited Consolidated Statement of Cash Flows Six-month period ended 30 September 2011 and 2010
Group Six-month Six-month period ended period ended 30 September 30 September Note 2011 2010 US$000 US$000 Cash flows from operating activities Profit before income tax Adjustments for: Amortisation of intangible assets Changes in fair value of investment properties Depreciation of plant and equipment Loss on disposal of plant and equipment Equity-settled share-based payment transactions Gain on disposal of investment properties (Reversal)/provision for impairment loss on trade and other receivables Negative goodwill on acquisition of subsidiaries Net finance costs Share of results (net of income tax) of jointly-controlled entities Changes in working capital: Trade and other receivables Trade and other payables Cash generated from operations Income tax paid Net cash from operating activities Cash flows from investing activities Acquisition of subsidiaries, net of cash acquired Contribution to jointly-controlled entities Development expenditure on investment properties Deposits paid for acquisition of investment properties Disposal of investment properties Interest income received Payments for purchase of plant and equipment Proceeds from sale of plant and equipment Net cash used in investing activities 13 344,461 1,720 (116,780) 770 11 2,766 (27) (56) (1,570) 279 (37,118) 194,456 (29,806) (25,469) 139,181 (5,811) 133,370 (50,461) (7,165) (218,581) (21,168) 6,413 (1,616) 25 1,805 (290,748) 653,371 (453,411) 22 60 13,484 (43,050) 170,476 (14,317) 64,377 220,536 (3,332) 217,204 309 (50,747) 4,283 (32) 360 (45,827)

The accompanying notes form an integral part of these interim financial statements.

F-71

Unaudited Consolidated Statement of Cash Flows Six-month period ended 30 September 2011 and 2010
Group Six-month Six-month period ended period ended 30 September 30 September 2011 2010 US$000 US$000 Cash flows from financing activities Contribution from non-controlling interests Proceeds from loans and advances from immediate holding company and related corporations Proceeds from bank loans Repayment of bank loans Proceeds from issue of bonds, net of transaction costs Redemption of bonds Settlement of financial derivative liabilities Interest paid Dividends paid Net cash from/(used in) financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Effect of exchange rate changes on cash balances held in foreign currencies Cash and cash equivalents at end of period 494 147,593 (210,209) 1,125,748 (745,432) (7,852) (47,718) (2,466) 260,158 102,780 1,559,893 63,498 1,726,171 304 46,012 215,966 (66,206) 230,501 (353,950) (37,896) (122,134) (87,403) 83,974 412,021 30,011 526,006

The accompanying notes form an integral part of these interim financial statements.

F-72

Notes to the interim financial statements

These notes form an integral part of the interim financial statements.

1
(a)

Basis of preparation
Statement of compliance
The interim financial statements of Global Logistic Properties Limited (the Company) and its subsidiaries (collectively, the Group) have been prepared on a condensed basis in accordance with the Singapore Financial Reporting Standards 34 Interim Financial Reporting. The interim financial statements, which do not include all of the information required for full annual financial statements, should be read in conjunction with the last issued audited annual financial statements of the Group as at and for the year ended 31 March 2011. The accounting policies applied by the Group in these condensed interim financial statements are the same as those applied by the Group in its audited annual financial statements as at and for the year ended 31 March 2011.

(b)

Estimates
The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

Seasonal operations
The Groups businesses are not affected significantly by seasonal or cyclical factors during the financial period.

Investment properties
Group 30 September 31 March 2011 2011 US$000 US$000 At beginning of period/year Additions Disposals Acquisition of subsidiaries Borrowing cost capitalised Development fees capitalised Changes in fair value Effect of movements in exchange rates At end of period/year 9,078,302 6,528,973 231,452 208,524 (11,362) (8,601) 98,475 1,180,639 2,207 1,947 8,637 116,780 456,313 587,824 701,870 10,103,678 9,078,302

F-73

Group 30 September 31 March 2011 2011 US$000 US$000 Comprising: Completed investment properties Investment properties under re-development Properties under development Land held for development 8,969,452 41,062 450,822 642,342 10,103,678 7,729,018 122,464 570,159 656,661 9,078,302

Properties under development and land held for development are stated at fair value as at 30 September 2011. Investment properties are held mainly for use by external customers under operating leases. Generally, the leases contain an initial non-cancellable period of one to twenty years. Subsequent renewals are negotiated with the lessees. There are no contingent rents arising from the lease of investment properties. Investment properties with carrying value totalling approximately US$8,733,929,000 as at 30 September 2011 (31 March 2011: US$8,008,481,000) were mortgaged to banks and bondholders to secure credit facilities for the Group (Note 7). Interest capitalised as costs of investment properties amounted to approximately US$2,207,000 as at 30 September 2011 (31 March 2011: US$1,947,000) during the year. In determining fair value, a combination of approaches was used, including the direct comparison, income capitalisation, discounted cash flow approach and residual approach. The direct comparison method involves the analysis of comparable sales of similar properties and adjusting the sale prices to that reflective of the investment properties. The income capitalisation approach capitalises an income stream into a present value using single-year capitalisation rates, the income stream used is adjusted to market rentals currently being achieved within comparable investment properties and recent leasing transactions achieved within the investment property. The discounted cash flow method requires the valuer to assume a rental growth rate indicative of market and the selection of a target internal rate of return consistent with current market requirements. The residual approach values properties under development and land held for development by reference to its development potential and deducting development costs to be incurred, together with developers profit margin, assuming it was completed as at the date of valuation. In relying on the valuation reports, management has exercised its judgement and is satisfied that the valuation methods and estimates are reflective of the current market conditions. The range of terminal capitalisation rates applied to the net cash flows to determine the fair value of properties under the discounted cash flows approach are as follows:
Terminal capitalisation rate 30 September 31 March 2011 2011 % % PRC Japan 6.25 - 7.50 6.25 - 7.50 5.25 - 8.50 5.25 - 7.50

The fair value of investment properties assessed by independent valuers who hold recognised and relevant professional qualifications and have recent experience in the location and category as at 30 September 2011 were US$10,103,678,000 (31 March 2011:US$9,078,302,000). F-74

Other non-current assets

Group 30 September 31 March 2011 2011 US$000 US$000 Trade receivables Deposits Prepayments 19,965 15,330 5,331 40,626 15,732 1,982 4,627 22,341

Trade receivables comprise non-current rent receivables. Management has assessed that no allowance for impairment losses is required in respect of the Groups non-current rent receivables. As at 30 September 2011, deposits include an amount of US$12,941,000 (31 March 2011: US$Nil) in relation to the acquisition of new investments.

Trade and other receivables

Group 30 September 31 March 2011 2011 US$000 US$000 Trade receivables Impairment losses Net trade receivables Amounts due from jointly-controlled entities: - trade - non-trade and interest-free Amounts due from non-controlling interests (non-trade and interest-free) Deposits Other receivables Impairment losses Prepayments 13,584 (191) 13,393 1,089 3 8 1,100 55,062 12,188 (111) 12,077 38,820 120,452 9,346 (263) 9,083 598 15 37 650 43,332 10,028 (86) 9,942 27,593 90,600

All non-trade balances due from jointly-controlled entities and non-controlling interests are interest-free, unsecured and repayable on demand. As at 30 September 2011, deposits include an amount of US$54,661,000 (31 March 2011: US$43,132,000) in relation to the acquisition of new investments. Other receivables comprise principally interest receivables and other recoverables. Prepayments include prepaid construction costs of US$32,166,000 (31 March 2011: US$20,399,000).

F-75

The movement in allowances for doubtful debts in respect of loans and receivables during the year is as follows:
Group 30 September 31 March 2011 2011 US$000 US$000 At 1 April (Reversal of)/provision for impairment loss Impairment loss utilised Effect of movements in exchange rates At 30 September/31 March 349 (56) (1) 10 302 647 216 (532) 18 349

Cash and cash equivalents

Group 30 September 31 March 2011 2011 US$000 US$000 Fixed deposits with financial institutions Cash at bank Cash and cash equivalents in the statement of cash flows 34,313 1,691,858 1,726,171 10,063 1,549,830 1,559,893

The effective interest rates relating to fixed deposits with financial institutions at the reporting date ranged from 0.03% to 2.73% (31 March 2011: 0.03% to 0.40%) per annum. Interest rates reprice at intervals of one to twelve months.

Loans and borrowings

Group 30 September 31 March 2011 2011 US$000 US$000 Non-current liabilities Secured bank loans Secured bonds Unsecured bank loans Unsecured bonds Current liabilities Secured bank loans Secured bonds Unsecured bank loans 767,063 2,322,321 6,256 465,113 3,560,753 95,904 658,145 1,563 755,612 618,209 2,093,068 43,823 2,755,100 198,778 733,875 4,414 937,067

(a) Secured and unsecured bank loans The secured bank loans are secured by mortgages on the borrowing subsidiaries investment properties with a carrying amount of US$2,785,448,000 (31 March 2011: US$2,413,228,000) (Note 3). The effective interest rates for bank borrowings (taking into account the effects of interest rate swaps) ranged from 0.64% to 7.76% (31 March 2011: 1.10% to 6.60%) per annum. F-76

Maturity of bank loans:

Group 30 September 31 March 2011 2011 US$000 US$000 Within 1 year From 1 to 5 years After 5 years After 1 year 97,467 572,484 200,835 773,319 870,786 203,192 521,051 140,981 662,032 865,224

Analysis of bank loans by geographic regions:

PRC Japan 502,277 368,509 870,786 592,183 273,041 865,224

(b) Secured and unsecured bonds The secured bonds are issued by certain subsidiaries of JLP 1, JLP 2, and JLP 3 and are fully secured by investment properties with carrying amounts of US$5,948,481,000 (31 March 2011: US$5,595,253,000) (Note 3) owned by these subsidiaries. The effective interest rates for secured bonds (taking into account the effects of interest rate swaps) ranged from 0.64% to 2.67% (31 March 2011: 1.00% to 2.67%) per annum. On 25 April 2011, the Company established a US$2 billion Euro medium term note programme. Under the programme, the Company may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant dealer in various amounts and tenors. The Notes issued may be fixed rate, floating rate, dual currency, zero coupon or indexed-linked. On 11 May 2011, the Company issued the following Notes: i) Aggregate principal amount of RMB2,650,000,000 (equivalent to approximately US$408,400,000) due in 2016 and bearing fixed interest rate of 3.375% per annum; and

ii) Aggregate principal amount of RMB350 million (equivalent to approximately US$53,900,000) due in 2018 and bearing fixed interest rate of 4.000% per annum. Maturity of bonds:
Group 30 September 31 March 2011 2011 US$000 US$000 Within 1 year From 1 to 5 years After 5 years After 1 year 658,145 2,582,989 204,445 2,787,434 3,445,579 733,875 2,061,920 31,148 2,093,068 2,826,943

F-77

Analysis of bonds by geographic regions:

Japan Singapore 2,980,466 465,113 3,445,579 2,826,943 2,826,943

Other non-current liabilities

Group 30 September 31 March 2011 2011 US$000 US$000 Security deposits received Payable for acquisition of investment properties Provision for reinstatement costs 124,177 10,946 396 135,519 113,619 12,176 125,795

Trade and other payables

Group 30 September 31 March 2011 2011 US$000 US$000 Trade payables Accrued development expenses Accrued operating expenses Advance rental received Security deposits received Amounts due to: - non-controlling interests (trade) - non-controlling interests (non-trade) Loan from a jointly-controlled entity Dividends payable Interest payable Consideration payable for acquisition of subsidiaries Deposits received and accrued expenses for disposal of investment properties Other payables 6,784 204,566 25,290 52,939 34,740 1,024 17 9,023 15,766 62,456 103,200 28,923 544,728 5,775 189,980 22,411 49,466 31,488 408 16 13,282 2,428 9,502 66,803 109,034 26,061 526,654

The non-trade amounts due to non-controlling interests are unsecured, interest-free and are repayable on demand. The loan from a jointly-controlled entity is unsecured, repayable within 1 year and has an effective interest rate as at 30 September 2011 of 5.94% (31 March 2011: 5.94%) per annum. Other payables relate principally to retention sums, advance payments received and amounts payable in connection with capital expenditure incurred.

F-78

10

Revenue
Group Three-month Three-month Six-month Six-month period ended period ended period ended period ended 30 September 30 September 30 September 30 September 2011 2010 2011 2010 US$000 US$000 US$000 US$000 137,312 115,553 264,404 227,620 1,237 3,254 138,549 115,553 267,658 227,620

Rental and related income Management fee income

11

Net finance income/(costs)

Group Three-month Three-month Six-month Six-month period ended period ended period ended period ended 30 September 30 September 30 September 30 September 2011 2010 2011 2010 US$000 US$000 US$000 US$000 Interest income on: - Fixed deposits - Non-controlling interests - Others Finance income Amortisation of transaction costs of bonds and bank loans Interest expenses on: - Bonds - Bank loans - Loans from jointly-controlled entities - Others Total borrowing costs Less: Borrowing costs capitalised in investment properties Net borrowing costs Foreign exchange gain Changes in fair value of financial derivatives Net finance income/(costs) recognised in profit or loss 1,414 21 1,435 129 7 136 1,916 21 1,937 214 19 138 371

(2,635) (17,150) (10,810) (126) (30,721) 1,208 (29,513) 34,797 2,744 9,463

(1,364) (12,328) (5,735) (148) (1,888) (21,463) 41 (21,422) 13,696 847 (6,743)

(4,553) (32,158) (20,863) (259) (57,833) 2,207 (55,626) 47,821 5,589 (279)

(2,794) (24,240) (10,834) (148) (1,888) (39,904) 49 (39,855) 23,463 2,537 (13,484)

F-79

12

Earnings per share

Basic earnings per share The basic earnings per share for the three-month periods ended 30 September 2011 and 30 September 2010 and was based on the profit attributable to ordinary shareholder of US$200,684,000 and US$85,401,000 respectively and a weighted average number of ordinary shares outstanding of 4,595,762,000 and 1,743,357,000 respectively, calculated as follows:
Group Three-month Three-month period ended period ended 30 September 30 September 2011 2010 US$000 US$000 Profit attributable to ordinary shareholders Weighted average number of shares 200,684 85,401

Number of Number of shares shares 30 September 30 September 2011 2010 (000) (000) 4,595,595 167 4,595,762 * 366,071 1,377,286 1,743,357

Issued ordinary shares at 1 July Sub-division of ordinary shares, via share split Issue of ordinary shares for the acquisition of entities under common control Weighted average number of shares issued under GLP Share Plans Weighted average number of shares at 30 September
* Comprising 2 ordinary shares

For purposes of preparing the interim financial statements, the weighted average number of shares as at 30 September 2010 includes the estimated shares issued to effect the acquisition of interests in common control entities pursuant to the Japan Reorganization and GLPH Reorganization, on the basis that the transfers had taken effect as of 1 April 2007.

F-80

Diluted earnings per share The diluted earnings per share for the three-month periods ended 30 September 2011 and 30 September 2010 was based on the profit attributable to ordinary shareholder of US$200,684,000 and US$85,401,000 respectively and a weighted average number of ordinary shares outstanding of 4,599,677,000 and 1,743,357,000 respectively, calculated as follows:
Group Three-month Three-month period ended period ended 30 September 30 September 2011 2010 US$000 US$000 Profit attributable to ordinary Shareholders 200,684 85,401

Weighted average number of shares (diluted)

Group Number of Number of shares shares 30 September 30 September 2011 2010 (000) (000) 4,595,762 3,915 4,599,677 1,743,357 1,743,357

Weighted average number of ordinary shares (basic) Weighted average number of unissued ordinary shares from GLP Share Plans Weighted average number of ordinary shares (diluted) at 30 September

13
(a) (i)

Notes to the statement of cash flows

Acquisition of subsidiaries The list of subsidiaries acquired during the period ended 30 September 2011 is as follows:
Effective equity interest Date acquired acquired % August 2011 August 2011 August 2011 August 2011 90 90 90 90

Name of subsidiaries Vailog Hong Kong DC1 Co., Ltd Weilong Storage Service (Shanghai) Co., Ltd Vailog Hong Kong DC2 Co., Ltd Shanghai Vailog Warehouse Co., Ltd

F-81

Effects of acquisitions The cash flow and the net assets of subsidiaries acquired during the period ended 30 September 2011 are provided below:
Recognised values on acquisition US$000 Investment properties Plant and equipment Trade and other receivables Cash and cash equivalents Deferred tax assets Other assets Trade and other payables Loans and borrowings Deferred tax liabilities Other non-current liabilities Non-controlling interests Net assets acquired Purchase consideration Cash of subsidiaries acquired Cash outflow on acquisition of subsidiaries 98,475 19 2,384 4,201 565 521 (7,014) (27,347) (9,274) (50) (6,248) 56,232 (54,662) 4,201 (50,461)

The total related acquisition costs for the above-mentioned subsidiaries amounted to US$54,662,000. From the dates of acquisitions to 30 September 2011, the abovementioned acquisitions contributed net profit of US$259,000 to the Groups results for the six-month period, before accounting for financing costs attributable to the acquisitions. If the acquisitions have occurred on 1 April 2011, management estimates that consolidated revenue would have been US$269,814,000 and consolidated profit for the six-month period would have been US$300,723,000.

(ii)

The list of subsidiaries acquired during the period ended 30 September 2010 is as follows:
Name of subsidiaries Vailog (Kunshan) Storage Co., Ltd. Shanghai Weiluo Storage Services Co., Ltd. Date acquired April 2010 April 2010 Equity interest acquired % 90 90

F-82

Effects of acquisitions The cash flow and the net assets of subsidiaries acquired during the period ended 30 September 2010 are provided below:
Recognised values on acquisition US$000 323 2 6,003 (1) (633) 5,694 (5,694) 6,003 309

Investment properties Trade and other receivables Cash and cash equivalents Trade and other payables Non-controlling interests Net assets acquired Purchase consideration Cash of subsidiaries acquired Cash inflow on acquisition of subsidiaries

The total related acquisition costs for the above-mentioned subsidiaries amounted to US$5,694,000. From the dates of acquisitions to 30 September 2010, the abovementioned acquisitions contributed net loss of US$11,000 to the Groups results for the six-month period, before accounting for financing costs attributable to the acquisitions. If the acquisitions have occurred on 1 April 2010, management estimates that consolidated revenue and consolidated gain for the six-month period would have remained unchanged.

14

Operating segments
The Group has two reportable segments, representing its operations in the PRC and Japan, which are managed separately due to the different geographical locations. The Groups Chief Operating Decision Maker reviews internal management reports on these segments on a quarterly basis, at a minimum, for strategic decisions making, performance assessment and resources allocation purposes. Performance of each reportable segment is measured based on segment revenue and segment earnings before net finance costs, income tax, and excluding changes in fair value of investment properties held by subsidiaries and jointly-controlled entities (EBIT excluding revaluation). EBIT excluding revaluation is used to measure performance as management believes that such information is the most relevant in evaluating the results of these segments relative to other entities that operate within the logistic industry. Segment assets and liabilities are presented net of inter-segment balances. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. There are no transactions between reportable segments. Segment assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

F-83

Information about reportable segments Six-month period ended 30 September 2011 and 30 September 2010
----------- PRC --------------------- Japan --------------------- Others --------------------- Total -------------------------------------------------------------- Six-month period ended -----------------------------------------------------30 September 30 September 30 September 30 September 30 September 30 September 30 September 30 September 2011 2010 2011 2010 2011 2010 2011 2010 US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000 67,256 41,332 92,855 39,193 25,128 149,022 200,402 166,789 23,925 188,427 152,843 304,389 (10,618) 711 267,658 197,503 116,780 227,620 178,682 453,411

Group Revenue and expenses External revenue EBIT excluding revaluation Changes in fair value of investment properties held by subsidiaries Share of changes in fair value of investment properties (net of income tax) held by jointlycontrolled entities EBIT Net finance (costs)/income Profit/(loss) before tax Income tax expense Profit/(loss) after tax Other information Depreciation and amortisation Reversal/(Provision) of impairment losses on assets Interest income Capital expenditure*

30,457 164,644 (16,263) 148,381 (30,649) 117,732 (1,748) 56 1,286 208,617

34,762 208,912 (8,939) 199,973 (41,411) 158,562 (22) (60) 318 68,744

190,714 (26,424) 164,290 (12,870) 151,420 (4,952) 36 27,081

457,232 (1,267) 455,965 (20,473) 435,492 (2,794) 53 2,254

(10,618) 42,408 31,790 (1,200) 30,590 (344) 614 548

711 (3,278) (2,567) (2,567) -

30,457 344,740 (279) 344,461 (44,719) 299,742 (7,044) 56 1,936 236,246

34,762 666,855 (13,484) 653,371 (61,884) 591,487 (2,816) (60) 371 70,998

F-84

* Capital expenditure comprises acquisition and development expenditure of investment properties, acquisition of plant and equipment and interests in subsidiaries and jointly controlled entities.

Group Assets and liabilities Investment properties Jointly-controlled entities Other segment assets Reportable segment assets Loans and borrowings Other segment liabilities Reportable segment liabilities

----------- PRC ----------30 September 31 March 2011 2011 US$000 US$000 3,381,419 427,364 1,048,234 4,857,017 (967,390) (763,495) 2,911,095 372,433 830,319 4,113,847 (592,183) (710,801)

----------- Japan ----------30 September 31 March 2011 2011 US$000 US$000 6,722,259 2,940 580,921 7,306,120 6,167,207 496,422 6,663,629

----------- Others --------------------- Total ----------30 September 31 March 30 September 31 March 2011 2011 2011 2011 US$000 US$000 US$000 US$000 816,589 816,589 (10,723) (10,723) 922,260 922,260 (3,831) (3,831) 10,103,678 430,304 2,445,744 9,078,302 372,433 2,249,001

12,979,726 11,699,736 (4,316,365) (3,692,167) (1,105,499) (1,023,454) (5,421,864) (4,715,621)

(3,348,975) (3,099,984) (331,281) (308,822) (3,680,256) (3,408,806)

(1,730,885) (1,302,984)

F-85

15

Commitments
The Group had the following commitments as at the reporting date:

(a) (i)

Operating lease commitments Operating lease rental payable

Future minimum lease payments for the Group on non-cancellable operating leases are as follows:
Group 30 September 31 March 2011 2011 US$000 US$000 Lease payments payable: - Within 1 year - After 1 year but within 5 years 3,890 5,992 9,882 1,975 1,364 3,339

(ii)

Operating lease rental receivable

Future minimum lease rental receivable for the Group on non-cancellable operating leases from investment properties are as follows:
Group 30 September 31 March 2011 2011 US$000 US$000 Lease rentals receivable: - Within 1 year - After 1 year but within 5 years - After 5 years 513,219 1,286,258 612,284 2,411,761 452,416 1,147,930 624,310 2,224,656

(b)

Other commitments
Group 30 September 31 March 2011 2011 US$000 US$000 Commitments in relation to share capital of subsidiaries due but not provided for Commitments in relation to share capital of subsidiaries not yet due and not provided for Development expenditure contracted but not provided for 307,643 67,516 95,429 57,701 124,286 128,221

F-86

16

Subsequent events
a) On 4 October 2011, the Company granted its directors and employees its share awards pursuant to the Companys Restricted Share Plans and Performance Share Plans amounting to 1,827,000 and 1.073,000 shares respectively. These awards have a vesting period up to 15 June 2014. b) On 11 October 2011, the Company completed the acquisition of 49% equity interest in Shanghai Yupei Group Co., Ltd for a total purchase consideration of US$53,600,000.

F-87

THE ISSUER Global Logistic Properties Limited 501 Orchard Road #16-02 Wheelock Place Singapore 238880 GLOBAL COORDINATOR J.P. Morgan (S.E.A.) Limited 17/F, Capital Tower 168 Robinson Road, Singapore 068912 JOINT BOOKRUNNERS AND JOINT LEAD MANAGERS J.P. Morgan (S.E.A.) Limited 17/F, Capital Tower 168 Robinson Road, Singapore 068912 Citigroup Global Markets Singapore Pte. Ltd. 8 Marina View #21-01 Asia Square Tower 1 Singapore 018960 Goldman Sachs (Singapore) Pte. 1 Raffles Link #07-01 South Lobby Singapore 039393 AUDITORS OF THE ISSUER KPMG LLP 16 Raffles Quay #22-00 Hong Leong Building Singapore 048581 FISCAL AGENT PAYING AGENT, CALCULATION AGENT AND TRANSFER AGENT REGISTRAR DBS Bank Ltd. 6 Shenton Way #35-00 DBS Building Tower One Singapore 068809

Citicorp International Limited Citibank, N.A., London Branch c/o Ground Floor, 50/F Citibank Tower 1 North Wall Quay, Citibank Plaza Dublin 1, 3 Garden Road Ireland Central Hong Kong LEGAL ADVISERS To the Issuer as to Singapore law Allen & Gledhill LLP One Marina Boulevard #28-00 Singapore 018989

Citibank, N.A., London Branch c/o Ground Floor, 1 North Wall Quay, Dublin 1, Ireland

To the Issuer as to English law Linklaters 10th Floor Alexandra House Central Hong Kong To the Joint Bookrunners and Joint Lead Managers as to English law Clifford Chance 28th Floor Jardine House One Connaught Place Central Hong Kong

To the Joint Bookrunners and Joint Lead Managers as to Singapore law Clifford Chance Pte Ltd One George Street 19th Floor Singapore 049145